Scholarcy

Scholarcy API Terms of Service

Overview

The Scholarcy API is a service operated by Scholarcy Limited, a company registered in England and Wales under company number 11779938 and with its registered address at 71-75 Shelton Street, London, United Kingdom, WC2H 9JQ.

Our Contract with You

These are the terms of service referred to in the contract page (“Contract Page”) signed by you and us.

The purpose of these Terms of Service is to set out the conditions under which Scholarcy provides the Service to you. In exchange, you agree to pay the Subscription and to comply with all requirements set out in the Agreement.

You agree that your signature of the Contract Page and use of the Service constitutes your acceptance of these Terms of Service and any associated documents and revisions.

1. Definitions

In the Agreement the following terms shall have the meanings ascribed to them below:

API Key: the authentication details provided by Scholarcy which enable you to access and use the Service during the Subscription Term.

Agreement: the agreement constituted by these Terms of Service, the Contract Page, the Subscription, our Privacy Policy and any other policies and documentation relevant to our provision of the Service which we bring to your attention from time to time (and as amended from time to time).

Applicable Law: the laws of England and Wales and the European Union and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the provision of the Services.

Article Metadata: the data points related to or describing an article or research paper within the Processed Documents, including the following: title, author(s), source, copyright year and publication date, affiliations, abstract, figures, tables and their captions, keywords and bibliography/references either in plain text or BibTeX/RIS format.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Customer Data: the data inputted by you or on your behalf for the purpose of using the Service.

Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

Fees: the fees for the Subscription and any other fees agreed between us and specified in the Contracts Page.

Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.

Processed Documents: the documents to be processed through the Service which you submit to the Software using your API key.

Scholarcy (or ‘us’ or ‘we’): Scholarcy Limited, and Scholarcy is a brand name of Scholarcy Limited;

Scholarcy API: the Software as a Service (SaaS) subscription-based product currently available at https://api.scholarcy.com and other locations as shall be made available in future;

Scholarcy Results: the classification and organisation of the Verbatim Content that is the result of the application of the Services;

Scholarcy Website: the web pages and applications hosted under https://www.scholarcy.com and associated services hosted at any scholarcy.com sub-domain;

Service: the grant to you of access to the Scholarcy API using the API Key and its use by you under the terms and conditions set out in the Agreement;

Software: our proprietary software which is used in the delivery of the Service;

Structured Content: the total output of the Service, comprising the Verbatim Content and the Scholarcy Results;

Subscription: your access to the Service in return for the Fees as specified in the Contract Page (and “Subscription” and “Subscribed” shall be interpreted accordingly);

Subscription Term: the term of the Subscription as specified in the Contract Page;

Verbatim Content: the written content contained in the Processed Documents which is processed through the Service without alteration, including the Article Metadata;

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices; and

“You”(or “user”, ‘client‘, ‘customer‘): the person, company or organisation applying for use of the Service.

2. The Service

2.1 The Scholarcy API is a software product made available by Scholarcy through your Subscription to the Service.

2.2 Your Subscription is not transferable or assignable by you to anyone else.

2.3 The Scholarcy API is cloud-hosted SaaS software, which enables you to extract Structured Content from your Processed Documents. Scholarcy uses third party vendors and hosting partners to provide the necessary hardware, software, networking, billing, storage, and related technology required to run the Service.

2.4 You have the sole responsibility to ensure that all data contained in the Structured Content is saved. Scholarcy excludes any liability in the event of any loss of Structured Content.

3. Service access

3.1 Access to the Service is through your API Key. It is not permitted for your API Key to be shared outside the Customer’s organisation, and breach of this requirement may result in termination of the Service and/or the imposition of additional fees.

3.2 In order to set up your access to the Service you must provide us with:

(a) the full name and details of your organisation;

(b) a valid email address;

(d) such other information as we may reasonably require.

3.3 You are responsible for all aspects of the access to and the use of the API Key.

3.4 You shall not use the Service to access, store, distribute or transmit any Viruses, or any other material that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f) is otherwise illegal or causes damage or injury to any person or property;

and we reserve the right, without liability or prejudice to our other rights, to disable your access to any material that breaches the provisions of this clause.

3.5 You shall not:

(a) except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement under clause 12.2:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or associated documentation (as applicable) in any form or media or by any means; or

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

(b) except as otherwise provided for in this agreement under clause 12.2, access all or any part of the Service in order to build a product or service which competes with the Service; or

(c) except as otherwise provided for in this agreement under clause 12.2, use the Service to provide services to third parties; or

(d) use the Service to process a larger amount of data than is specified and agreed in the Contract Page;

(e) except as otherwise provided for in this agreement under clause 12.2, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service available to any third party; or

(f) attempt to obtain for, or assist third parties in obtaining for themselves, access to the Service; or

(g) introduce or permit the introduction of, any Virus into our network and information systems.

3.6 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and, in the event of any such unauthorised access or use, promptly notify us.

4. Service availability and support

4.1 We shall, during the Subscription Term, provide the Service to you on and subject to the terms of the Agreement and to the terms of the accompanying Service Level Agreement at https://www.scholarcy.com/scholarcy-api-sla.

4.2 We shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week.

4.3 We will need to deny access to the Service for short periods in order to carry out maintenance. We will give you as much notice as we are able of when these periods will occur.

4.4 We will, as part of the Service, provide you with customer support services during Normal Business Hours and in accordance with any support services policy of ours in effect at the time. We may amend the support services policy from time to time.

4.4 Support for the Service is only available in English, via email ([email protected]) or via our website at https://www.scholarcy.com/support.

5. API pricing and invoicing

5.1 We shall agree pricing with you for API usage as specified in the Contract Page.

5.2 Fees are in sterling, euros or dollars and exclusive of any relevant tax, levies, duties or any other imposition unless expressly stated otherwise. You shall be responsible for the payment of any taxes, levies, or duties which may be due.

5.3 Fees are invoiced in advance on a monthly or annual basis. The Subscription is payable irrespective of the use or lack of use of the Service made by you.

5.4 All Fees shall be paid in full through the method notified to you by us using such payment methods as we may in our absolute discretion agree to accept and we shall send you an email receipt for each payment.

5.5 If you exceed the amount of data uploaded in relation to Processed Documents as specified in the Contract Page you will be charged the additional fees indicated.

6. Modification of Service and Pricing

6.1 Scholarcy reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) at any time.

6.2 Fees are subject to review annually. We will notify you directly of any such changes, which shall not apply to your current Subscription Term but will apply to any renewal or extension.

7. Term and Termination

7.1 The Agreement will be effective from the date we provide you with the API Key following receipt of payment of our first invoice and will remain in effect until the end of the stated Subscription Term.

7.2 Scholarcy reserves the right to terminate this Agreement if you breach any of its terms or conditions.

7.3 Our suspension of the Service and/or termination of the Agreement shall not prevent or otherwise impede any claim we may have as a result of any breach by you.

8. Refunds

8.1 No Subscription amount is fully or partially refundable save where we are obliged to terminate the Service for any reason which does not relate to any act or omission on your part. Your lack of use or the temporary discontinuance of the Service at any time during the duration of your Subscription shall not qualify for a refund or any compensation. Scholarcy will provide no refunds or credits for partial months of Service or for days or months where the Service is unused.

8.2 If we should be obliged to suspend or terminate the Service for any reason which does not relate to any act or omission on your part we shall refund a pro rata amount in respect of any Fee you have paid for the unexpired part of the Subscription Term.

9. Our obligations under this Agreement

9.1 We undertake that the Service will be performed with reasonable skill and care.

9.2 The undertaking at clause 9.1 shall not apply to the extent of any non-conformance which is caused by use of the Service contrary to our instructions, or modification or alteration of the Service by any party other than us or our duly authorised contractors or agents.

9.3 We do not warrant that:

(a) your use of the Service will be uninterrupted or error-free; or

(b) that the Service and/or the information obtained by you through your use of the Service will meet your requirements.

9.4 We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

9.5 This agreement shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement.

9.6 We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement.

9.7 The Service is provided on an “as is” basis and “as available” basis. The information given by Scholarcy is provided solely for the use of the Service. Scholarcy does not provide any implicit or explicit warranty as to the use of the Service.

9.8 The use of the Service is provided at your sole risk. The technical processing and transmission of the Service, including the Processed Documents and the Structured Content, is transferred encrypted and involves (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

10. Your obligations under this Agreement

10.1 You shall:

(a) provide us with:

(i) all necessary co-operation in relation to the Agreement; and

(ii) all necessary access to such information as may be required by us;

in order to provide the Service, including but not limited to Data, security access information and configuration services;

(b) without affecting your other obligations under the Agreement, comply with all Applicable Law and regulations with respect to your activities under the Agreement;

(d) obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform their obligations under the Agreement, including without limitation the Service; and

(f) ensure that your network and systems comply with the relevant specifications provided by us from time to time.

10.2 You understand that you are responsible for ensuring that you have obtained the appropriate licences and authorities to use the Processed Documents and that any damage the use of Processed Documents or Customer Data could cause to Scholarcy, to a third party or to the Service is your responsibility and you will hold us harmless against any claims that may be brought against us by a third party because of your use of the Service, the Processed Documents and Customer Data.

10.3 We may remove and/or block Processed Documents and Structured Content that we consider in our sole discretion as unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or violates any Party’s intellectual property right(s) or the Agreement.

10.4 You will not publish any material which is derogatory of or could be damaging to Scholarcy and will at our written request promote the Scholarcy Services which promotion may include providing a link to the Scholarcy website, displaying the Scholarcy logo with the text “Powered by Scholarcy” and/or “This product uses the Scholarcy API” where appropriate. Except as provided above, you may not use any Scholarcy logos, trademarks, service marks, or other proprietary information without the prior express written consent of Scholarcy.

10.5 Otherwise than the limited licence granted under clause 12.2 you will not seek to commercially exploit any Scholarcy Results or other outputs of the Service.

11. Liability

11.1 Except as expressly and specifically provided elsewhere in the Agreement:

(a) you assume sole responsibility for results obtained from the use of the Service and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Service;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by Applicable Law, excluded from the Agreement; and

11.2 Nothing in this Agreement excludes our liability:

(a) for death or personal injury caused by our negligence; or

(b) for fraud or fraudulent misrepresentation.

11.3 Subject to clause 11.1 and clause 11.2:

(a) we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement; and

(b) our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Service shall be limited to the total Subscription fees paid during the 6 months immediately preceding the date on which the claim arose.

12. Intellectual property rights

12.1 You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Service and associated documentation. Except as expressly stated herein, the Agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Service or such documentation.

12.2 We hereby grant you a non-exclusive, royalty-free, perpetual licence to exploit the Scholarcy Results for commercial purposes but only in combination with your own products and content. Your use of the Verbatim Content will be on and subject to the licence terms attached to such Verbatim Content.

12.3 You grant Scholarcy a non-exclusive license to display, make reference to and promote any application developed by you using the Scholarcy API on the Scholarcy Website as an application associated with the Service and with Scholarcy.

12.4 You shall defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Service provided that:

(a) we give you prompt notice of any such claim; and

(b) we provide reasonable co-operation in the defence and settlement of such claim (at your expense).

13. Customer Data

13.1 You shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

13.3 Certain Customer Data is processed by and stored by our service partners (such as your credit or debit card transaction data). We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.

13.4 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 13 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

13.5 The parties acknowledge that:

(a) if we process any personal data on your behalf when performing our obligations under the Agreement, you are the controller and we are the processor for the purposes of the Data Protection Legislation.

(b) personal data may be transferred or stored outside the EEA or the country where you are located in order to carry out the Service and our other obligations under the Agreement.

13.6 Without prejudice to the generality of clause 13.4, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of the Agreement so that we may lawfully use, process and transfer the personal data in accordance with the Agreement on your behalf.

13.7 Without prejudice to the generality of clause 13.4, we shall, in relation to any personal data processed in connection with the performance by us of our obligations under the Agreement:

(a) process that personal data only on your instructions unless required by the laws of any member of the European Union or by the laws of the European Union applicable to us and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where we are relying on Applicable Laws as the basis for processing personal data, we shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you;

(b) not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:

(i) you or we have provided appropriate safeguards in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

(iv) we comply with reasonable instructions notified to us in advance by you with respect to the processing of the personal data;

(c) assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with our obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(d) notify you without undue delay on becoming aware of a personal data breach;

(e) at your direction, delete or return personal data and copies thereof to you on termination of the Agreement unless required by Applicable Law to store the personal data (and for these purposes the term “delete” shall mean to put such data beyond use); and

(f) maintain complete and accurate records and information to demonstrate our compliance with this clause 13.

13.8 Each party shall ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

14. Force majeure

We shall have no liability to you under the Agreement if we are prevented from or delayed in performing our obligations under this agreement, or from carrying on business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or that of any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

15. Waiver

No failure or delay by a Party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16. Rights and remedies

Except as expressly provided in the Agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

17. Severance

If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

18. Assignment

18.1 You shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under the Agreement.

18.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under the Agreement.

19. No partnership or agency

Nothing in this agreement is intended to or shall operate to create a partnership between the us, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

20. Third party rights

This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

21. Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

22. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

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