(a) Granted To You. The API is an application that allows you to interface with the Company’s database for the Elsevier 2010 App Challenge (“Challenge”) sponsored by Company in order to access and view journal articles and images (the “Data”). Under and subject to the terms of this Agreement, the Company grants you a revocable, non-exclusive, non-transferable, non-assignable, limited license to: (i) implement the API in your application so that it (your application) can access and query the Data, and (ii) display the Data for your own personal use solely in connection with your entry in the Challenge. © Reservation of Rights. Any rights not expressly granted in this Agreement are reserved by the Company.
The above license is subject to the following general restrictions:
(a) you shall not submit any false or misleading information in your application to access and use the API and the Data;
(b) any application you develop utilizing the API shall be designed to access and use the Data only as allowed by this Agreement;
© you shall not access or attempt to access the Data other than through the API;
(d) you shall not falsify or alter any unique identifier (e.g., API Key (defined below)) in, or assigned to, your application, or otherwise obscure or alter the source of queries coming from your application;
(e) if requested by the Company, you shall provide instructions on how the Company can access any application you have developed utilizing the API and the Data;
(f) if you implement the API on a restricted web site, you shall provide the Company with a log-in name and password that will allow the Company and the Challenge judges to access the web site;
(g) you shall not reproduce, modify, distribute, decompile, disassemble, or reverse engineer any portion of the API or the Data, other than as provided in this Agreement;
(h) you shall not violate or attempt to violate the security of the API or the Data (e.g., accessing a server or account you do not have authorization for; attempting to test, scan, probe, or hack the vulnerability of the API or any network used by the API; attempting to circumvent any authentication measures; overload, flooding, or pinging the API);
(i) you shall not transit or otherwise make available any material that contains software virus or any other computer code, files, or programs designed to: (i) interrupt, destroy, or limit the functionality of any equipment (including software and hardware), or (ii) spy on the activities of others;
(j) you shall not use the API or the Data in a manner that, in the Company’s sole reasonable discretion, exceeds reasonable request volumes, constitutes excessive or abusive use, or otherwise fails to comply with or is inconsistent with this Agreement;
(k) you shall not use the API or the Data in any manner that exposes the Company to any harm or liability of any nature;
(l) you shall not make any representations or warranties about the API or the Data to any third party; and
(m) you shall not use the API or the Data in violation of any federal, state, or local law, rule or regulation, whether now existing or enacted in the future, or in any manner that would cause the Company to violate any such laws, rules, or regulations.
The above license is subject to the following restrictions regarding the Data:
(a) you may only present the Data in response to an individual query you may not present the Data in bulk format;
(b)you shall not retain or store any Data for any reason once the Challenge concludes;
© you shall not use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Data, or permit any third party to do the same; and
(d) you shall not present the Data so that it appears to be derived from a third-party web site.
(a) Calls Per Day. Your free use of the API and the Data is limited to a reasonable number of calls to the API per day. The Company reserves the right to change the call per day limit at any time in its sole discretion.
(b) Throttle Rate. The rate at which the API may be called (the “Throttle Rate”) is limited to a reasonable number of calls per second. You will not attempt to circumvent any technical measures we may put in place to enforce the Throttle Rate. The Company reserves the right to change the Throttle Rate at any time in its sole discretion.
After receipt of your Challenge registration form for access to the API, you will be assigned a unique API key (the “API Key”). The API Key enables your application to access and use the API and the Data on a nonexclusive basis. All calls to the API made by your application must include your API Key. You must keep your API Key confidential and you may not share it with any third party. You are solely and entirely responsible for all uses of the API and the Data occurring under your API Key. The Company will only issue one (1) API Key per Challenge entrant/team.
If you become aware of a breach of any part of this Agreement, you shall take prompt commercially reasonable actions to remedy such violation. Further, you shall notify the Company of such violation via Challenge- firstname.lastname@example.org.
The Data accessible via the API may be changed, updated, or deleted without notice for any reason in the Company’s sole discretion.
The Company reserves the right to release subsequent versions of the API and the Data and to require you to obtain and use the most recent version for use in connection with the Challenge.
The Company may, in its sole discretion, use commercially reasonable efforts to provide the API and the Data to you twenty-four (24) hours a day, seven (7) days a week subject to normal maintenance downtimes, for purposes of the Challenge, but it shall not be responsible for any disruption of the API, regardless of length. Furthermore, the Company shall not be liable for losses or damages you may incur due to any errors or omissions in the Data, or due to your inability to access the Data due to disruption of the API. Your sole remedy for breach of this section shall be to terminate the Agreement.
The term of this Agreement shall commence on the date upon which your API Key is issued and shall continue in full force and effect until the conclusion of the Challenge or until otherwise terminated herein.
The Company may suspend, or terminate all or any aspect of the API and the Data, at any time. The Company may suspend or terminate your access to and use of the API and the Data at any time for any reason. You may terminate this Agreement, at any time for any reason, by ceasing to use the API and the Data, removing the implementation of the API from your application. In the event of termination of the API or the Data, your access and use of the API and the Data, or this Agreement, all licenses shall immediately terminate, you shall remove the API from your application.
You hereby agree that the Company may change, revise, or modify this Agreement at any time in its sole discretion, and that you will review this Agreement on a regular basis. Your continued use of the API and/or the Data shall constitute your acceptance of the revised terms. If you do not agree to the changes, you may terminate this Agreement by discontinuing use of the API and the Data.
In connection with your application, you must submit a working e-mail address. You hereby agree that we may deliver notices to you via that e-mail address. Notices delivered via e-mail shall be deemed given and received on the transmission date of the e-mail. We may also provide certain notices to you by posting information on the Challenge website at http://www.sigir2010.org/doku.php?id=grants:elsevier (“Challenge Site”).
In the event that you need to communicate with the Company, notices should be sent to Challengeemail@example.com
You represent and warrant to the Company that:
(a) you are authorized to enter into this Agreement in your individual capacity or on behalf of the entity you represent;
(b) entry into this Agreement shall not violate any outstanding obligation you have to any third party;
© you shall use the API and the Data strictly in accordance with the limitations set forth in this Agreement; and
(d) you have provided accurate registration information.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE API AND ANY DATA MADE AVAILABLE BY IT, INLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF YOU IS ADVISED OF THE PURPOSE), WARRANTIES AGAINST INTELLECTUAL PROPERTY AND OTHER INFRINGEMENT AND THE IMPLIED WARRANTIES ARISING FROM A PARTICULAR COURSE OF DEALING OR USAGE OR TRADE. THE COMPANY SPECIFICALLY DISCLAIMS ANY CLAIM IN TORT (INCLUDING NEGLIGENCE), IN EACH CASE, WITH RESPECT TO THE API, THE DATA OR ANY MATERIALS PROVIDED BY THE COMPANY AND ANY OTHER INFORMATION TECHNOLOGY, CONTENT, PRODUCTS OR SERVICES PROVIDED BY THE COMPANY UNDER THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
You shall not reveal to third parties any material non-public information learned by you in the course of utilizing the API and the Data, including, but not limited to, the terms of this Agreement other than as specified herein.
THE COMPANY WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE API OR THE DATA IN ANY MANNER, INCLUDING LIABILITIES RESULTING FROM (A) THE USE OR THE INABILITY TO USE THE API OR THE DATA OR MALFUNCTIONS IN THE API, INACCURACY OR INCOMPLETENESS OF THE UNDERLYING DATA; (B) THE COST OF PROCURING SUBSTITUTE SERVICES; (C) ANY SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE API; OR (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA THROUGH THE API, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. == 6.3 Indemnification. == You shall indemnify, defend and hold harmless the Company and any of their officers, affiliates, directors, shareholders, employees and agents, from and against any and all loss, costs damage assessments, injuries, expenses (including but not limited to reasonable attorneysfees and costs), claims and liabilities arising out of or incurred due to your: (i) breach of this Agreement, (ii) use or misuse of the API or the Data, (iii) negligence or misconduct, and (iv) failure to abide by the restrictions set forth herein. You shall not, without the prior written consent of the Company, settle, compromise or consent to the entry of any judgment that could impose any liability or obligation upon the Company. If the Company is threatened with suit or sued by a third party, the Company may seek written assurances from you concerning your promise to indemnify the Company; and failure to provide such assurances may be considered by the Company to be a material breach of this Agreement. The Company will have the right to participate in any defense by you of any indemnified claim, with counsel of the Company’s choice at your expense.
The Company shall not be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Company, and then only to the extent specifically set forth in such writing. A waiver with reference to a particular event shall not be construed as a continuing waiver of any right or remedy as to a subsequent event.
If the application of any provision or provisions of this Agreement to any particular facts or circumstances shall be held to be invalid or unenforceable by any court of competent jurisdiction, then: (i) the validity and enforceability of such provision or provisions as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement shall not in any way be affected or impaired thereby, and (ii) such provision or provisions shall be reformed without further action by the parties hereto and only to the extent necessary to make such provision or provisions valid and enforceable when applied to such particular facts and circumstances.
This Agreement will be governed by and interpreted in accordance with the applicable U.S. federal law and the laws of the State of New York without regard to its conflicts of law provisions. Each party hereto: (i) consents to and waives any objections to personal jurisdiction, service of process, and venue in the state and federal courts located in New York County, New York, and (ii) agrees that any action or proceeding arising out of or related to this Agreement will be filed and prosecuted only the aforementioned courts. You agree that regardless of any statute or law to the contrary, any claim or cause of action brought by you against the Company and arising out of or related to use of the API or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The Company and you are independent contractors under this Agreement, and nothing herein will be construed to create a partnership, joint venture, franchise or agency relationship between the Company and you. Neither party has any authority to enter into an agreement of any kind on behalf of the other party.
No other person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.
The Company will not be deemed to be in default of or to have breached any provision of this Agreement as a result of any delay, failure in performance or interruption of the API or the Data, resulting directly or indirectly from acts of nature, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophes or any other occurrences which are beyond each party’s reasonable control.
You may not assign, delegate, or transfer its rights and obligations under this Agreement to any third party (including but not limited to a successor-in-interest, or pursuant to a sale, merger, or other corporate transaction) without the express prior written consent of the Company. You acknowledge that the Company may assign this Agreement without your consent. All the terms, provisions, and conditions of this Agreement shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors and assigns.
This Agreement contains the entire understanding between the parties with respect to the subject matter hereof, and supersedes all prior agreements and understanding, express or implied or written, among the parties. This Agreement cannot be modified or amended without the written consent of both parties.
Copyright © 2010 Elsevier Inc. All rights reserved.