OED Researcher API Non-Commercial Research API Terms and Conditions

1. Definitions

1. An "Application": means any website or application which you own, operate, or control which interfaces with the OED Researcher API.
2. "Authorised User": means a current student, faculty member, researcher or employee of yours, who is authorised by you to access the Content via the OED Researcher API.
3. "Definition": means the lexical content contained in any Content, including but not limited to any translation, definition, pronunciation information and spelling information.
4. "Fair Use Policy": means the policy set out in Clause 7.
5. "Output": means the results created (whether directly or indirectly) from the use and/or integration of the Content including all designs, formulae, processes, methods, techniques, tools, software and other technology generated or otherwise created in performing the Purpose.
6. "OED Researcher API Website": means our website containing the registration and/or RTA forms, this Licence Agreement and the Specifications.
7. "OED Researcher API Website Legal Notice": means the website terms and conditions titled "Legal Notice" on the OED Researcher API Website.
8. "OED Researcher API Website Privacy Policy": means the privacy policy on the OED Researcher API Website.
9. "Purpose": means academic research purposes involving your internal historical, lexicographical, linguistic and/or other research programs and projects as detailed in the RTA, and approved in writing by us at our sole discretion prior to the grant of the licence set out in Clause 2.1.
10. "RTA": means your request to access the Content through the Oxford Dictionary API submitted by you on the Oxford Dictionary API Website.
11. "Specifications": has the meaning set out in clause 3.2.
12. "We," "us," or "our": means Oxford University Press. "You" or "your" means the party seeking a licence to use the OED Researcher API.

2. Accepting these Terms

1. By checking the box indicating that you agree to the terms and conditions of this Licence Agreement, or by accessing or using the OED Researcher API and/or the Content:
   1. 1. you agree to be bound by this Licence Agreement and any other agreements referred to below;
      2. you represent and warrant that you have capacity to enter into this Licence Agreement; and
      3. you represent and warrant that where this Licence Agreement is being entered into by a company or other legal entity, the person agreeing to this Licence Agreement on behalf of that legal entity has full authority and power to do so.

3. Description of the OED Researcher API

1. The purpose of this Licence Agreement is to permit you to access the Content (as defined below) through the OED Researcher API via your Application. Under this Licence Agreement we may make available to you our proprietary application programming interfaces and other tools (collectively, the "OED Researcher API") that permit you to access and use certain lexical data, metadata and other content (collectively, "Content").
2. Any sample source code, libraries, user manuals, specifications, documentation, or other supporting material ("Specifications") are made available under separate terms and conditions, the OED Researcher API Website Legal Notice. You hereby agree to be bound by the terms of the OED Researcher API Website Legal Notice in relation to your use of the Specifications.
3. The term "Content", as used in this Licence Agreement, excludes any Specifications.

4. Grant of Rights

1. Subject to our approval in writing of your RTA, and in consideration of you agreeing to abide by the terms of this Licence Agreement (including the grant of the licence of Output at Clause 5.4) , we grant you a limited, non-exclusive, non-transferable, royalty free, revocable licence to use (or to allow your Authorised Users to use) the OED Researcher API to access, download, and use the Content for the limited purposes set out in, and subject to the terms of, this Licence Agreement, as may be amended from time to time.
2. You and your Authorised Users may make non-commercial use of the OED Researcher API or Content solely for the Purpose.
3. You acknowledge that we reserve the right in our sole discretion to refuse your RTA.

5. Application and Output Restrictions and Requirements

1. You shall not, and shall procure that your Authorised Users shall not, use the OED Researcher API and/or Content in (or in relation to) any Application or Output which:
   1. 1. infringes the intellectual property rights or other proprietary rights of any other person;
      2. is used to knowingly transmit any data or material that contains or introduces viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful;
      3. promotes or contains sexually explicit materials, libellous or defamatory materials;
      4. promotes violence or contains violent materials;
      5. contains any material which is threatening, defamatory, obscene, offensive, hateful or inflammatory; or
      6. is any way unlawful or fraudulent.
2. You may not (except when complying with clauses 5.5 and 14.2) use any of our trade marks, name and or branding without our express, prior written consent.
3. In consideration of us agreeing to the grant of the licence of Content at Clause 4.1, you hereby grant to us a perpetual, irrevocable, worldwide, royalty free, non-exclusive, freely transferable licence to use the Output for the purposes of our own historical, lexicographical, linguistic or other internal research programs and projects.
4. Where you publish any material comprising the Output as part of the Purpose, you agree to acknowledge both:
   1. 1. Oxford University Press as the publisher of the Content as follows: Content provided by OED Researcher API, [year]
      2. the role and contribution of the Content in the development of the Output.
5. For clarity, nothing in this Agreement grants to you any right or licence to reproduce Content as part of the publication of any material comprising the Output without our prior written consent or in accordance with the law.
6. You shall use the Content solely in respect of the Purpose during the Term and shall not commercially exploit, re-use or distribute all or any part of the Output to any third party without our prior written agreement. The parties agree in such an event to enter into good faith negotiations in respect of the terms of such further agreement. We agree that we shall not unreasonably withhold or delay our agreement to such further exploitation, re-use or distribution where this does not involve any use of the Content or any enhancements thereto, subject to the parties agreeing the royalties or other monies that would be payable to us in connection therewith in recognition of the role and contribution of the Content in the development of the Output.

6. Usage Requirements and Restrictions

1. By making calls to the OED Researcher API or using Content, you agree to comply, and shall procure that your Authorised Users comply, with the following requirements:
   1. 1. You will not systematically copy and/or download any Content except as permitted by this Licence Agreement.
      2. You will not cache, store, or save Content. Notwithstanding the foregoing, you may employ user-level session caching of the formatted display of Content solely for the purpose of displaying Content in your application. If you wish to cache, store or save Content locally, you must contact us prior to using the OED Researcher API and/or Content to seek permission.
      3. You will not permit anyone other than such Authorised Users as are strictly necessary for the Purpose, to access or use the OED Researcher API or the Content except as permitted by this Licence Agreement.
      4. You will not remove or alter any of our copyright notices or other means of identification or disclaimers as they appear in the Content.
      5. You will not use all or any part of the Content for any commercial use whatsoever.
      6. You will not interfere, or attempt to interfere, in any manner with the functionality or proper working of the OED Researcher API.
      7. You will not use the OED Researcher API in any way that could harm it or impair anyone else’s use of it.
      8. You will not use the OED Researcher API to try to gain unauthorized access to any service, data, account or network by any means.
      9. You will not create or develop your own application programming interface which includes the OED Researcher API.
      10. You will not use the OED Researcher API in breach of the Fair Use Policy.
      11. You will not reverse engineer, decompile or disassemble the OED Researcher API except and only to the extent that applicable law expressly permits, despite this limitation.
      12. You will use Content only in a lawful manner and in accordance with the terms of this Licence Agreement and within the express scope of the licence granted in clause 4.
      13. You will comply with all other documents and materials, including all Specifications, referenced in this Licence Agreement ("Operational Documentation").
      14. You will promptly remove from your Application and delete or otherwise destroy any Content that we notify you is no longer available for your use.
      15. You will not compile or use Content for the purpose of direct marketing, spamming, unsolicited contacting of sellers or customers, or other advertising activities.
      16. You will not issue any press release or make any other public communication with respect to this Licence Agreement or your use of the OED Researcher API or Content which creates the impression that OUP has entered into any kind of partnership with you or endorses your Output in any way.
      17. You will not, without our express prior written approval, sell, resell, redistribute, sublicense, or transfer any Content. For example, you may not use Content on or within any application, platform, site, or service (including social networking sites) that requires you to sublicense or otherwise give any rights in or to Content to any other person or entity.
      18.  You will ensure that the Application and Output complies with this Licence Agreement.
2. We reserve the right to withdraw your access to the Content through the Oxford Dictionary API in the event that we reasonably believe that some or all of any portion of the Content is being access or used otherwise in accordance with this Licence Agreement (for example, without limitation breach of clauses 5 and 6). In such event we will restore access only when the matter has been resolved to our satisfaction.

7. Fair Use Policy

1. In endeavouring to make the OED Researcher API stable for everyone to use, we place restrictions on the number of requests you can make to the OED Researcher API. The specific restrictions may change from time to time and shall be published on the documentation pages of the OED Researcher API Website.
2. If you exceed the limits set out on the OED Researcher API Website from time to time we may throttle, suspend or terminate your access.
3. The limit may be varied at any time by us updating the OED Researcher API Website with the new limits.

9. Confidentiality

1. The parties may use one another’s proprietary information and confidential information disclosed in connection with this Licence Agreement solely as necessary for the purposes stated in this Agreement. The parties will treat one another’s confidential information with the same degree of care that each treats its own sensitive, confidential information and neither party may, without the other party’s written consent, disclose the other party’s confidential information to any third party except to the receiving party’s Authorised Users, legal or tax advisors and except as may be required by order of a court, arbitration panel or similar body or entity. This clause will survive the expiry or termination of this Licence Agreement and will continue indefinitely.

10. Intellectual Property Rights

1. The OED Researcher API, Content and all related documentation are proprietary to us or our licensors. You acknowledge that any disclosure pursuant to this Licence Agreement shall not confer on you any intellectual property or other rights in relation to the OED Researcher API or the Content.
2. In the event that you are notified by a third party that that party claims rights in the OED Researcher API or Content or that use of the OED Researcher API infringes any right of that third party, you agree to immediately notify us and immediately cease use of the OED Researcher API.
   1. 1. Subject to clause 10.1, we acknowledge that, as between the parties, you own all intellectual property rights created by you in the Application and Output.
3. You agree that all enhancements to the Content shall belong to us. You hereby assign to us with full title guarantee the copyright, all rights in the nature of copyright, the database rights and other intellectual property rights in such enhancements, present and future, in all languages throughout the world. The enhancements assigned to us under this Clause shall automatically form part of the Content. You will, promptly at our request do (or procure to be done) all such further acts and things and execute all such other documents as we may from time to time require for the purpose of securing for us the full benefit of this Clause.
4. You shall promptly notify us of any and all suspected infringements, misappropriations or acts of unfair competition regarding or relating the use of the Content and/or the OED Researcher API of which you may become aware. You shall have the sole discretion and exclusive right to pursue suspected acts of infringement, misappropriation or unfair competition in any manner deemed appropriate by us and you shall co-operate fully with us in pursuing such acts of infringement, misappropriation or unfair competition. In no circumstances shall you bring any claim, action or suit for infringement against any alleged infringer of our rights in the Content, either in its own name or in our name, without our express written consent.

11. Technical Assistance / Warranty

1. If you have any technical issues or queries regarding the OED Researcher API you should, in the first instance, contact us via the OED Researcher API Website.
2. The OED Researcher API and Content are provided "as is". We, our affiliates and our licensors make no representation or warranties of any kind, whether express, implied, statutory or otherwise regarding the OED Researcher API and/or the Content including any warranty that your use of the OED Researcher API will be uninterrupted, error free or free from harmful components or that the material comprising the Content is complete, accurate or up to date. For the avoidance of doubt, we, our affiliates and licensors disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose (notwithstanding that such purpose, use or conditions may be known to us), non-infringement (including those of intellectual property) or quiet enjoyment and any warranties arising out of any course of dealing, trade or usage except to the extent prohibited by law.
3. You warrant that you have the power to enter into this Licence Agreement and to grant the rights conferred herein to us and that the Application and/or Output does not violate or infringe upon any patent, copyright, trademark, trade secret or other proprietary right or contract right of any third party.
4. You acknowledge that the OED Researcher API is still in development. We may change the Content available and the scope and functionality of the OED Researcher API at any time.

12. Limitation of Liability

1. Except for death or personal injury caused by our negligence or for fraud, we, our affiliates and/or licensors will not be liable to you or to any other party in contract, tort or otherwise for any direct, indirect, consequential, special or exemplary damages or losses (including damages for loss of profits, goodwill, loss of opportunity, loss of use or loss of data) arising out of this License Agreement even if we have been advised of the possibility of such damages and/or losses.
2. You shall defend, indemnify and hold us harmless from and against any liabilities, costs or expenses, including reasonable attorneys' fees and costs we incur directly as a result of any third party claim, demand, litigation or proceeding arising out of your activities under this Licence Agreement and the manufacture, sale, possession or use of any of your Products.

13. Feedback

1. You are encouraged, but are not obliged to, provide any suggestions, feedback, comments, ideas, or other information relating to the OED Researcher API, Content and Specifications or modifications or enhancements thereto (the “Feedback”). Any Feedback is provided on a non-confidential basis regardless of any suggestion to the contrary in any accompanying communication, and you hereby grant us a non-exclusive, worldwide, perpetual, irrevocable, sub-licensable, transferable right and licence to exploit such Feedback in any manner without compensation or liability to you for any purpose whatsoever, including, but not limited to, developing, enhancing, improving, promoting, and marketing our products and services.

14. Notices and Information

1. You hereby consent to us sending you emails relating to this Licence Agreement from time to time and monitoring, recording, using, and disclosing information about your Application and Authorised Users of your Application that we obtain in connection with your use of Content (e.g., that a particular Authorised User of your Application searched for a list of words in sequence) in accordance with the OED Researcher API Privacy Policy, and monitoring, crawling, or otherwise investigating your Application to verify compliance with this Licence Agreement.
2. You must inform Authorised Users of your Application that the Content contained within the Application is protected by copyright. You must make it clear to your Authorised Users of the Application that reuse of the Content is not permitted.You agree that you are responsible for:
   1. 1. disclosing in your Application accurately and adequately, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from Authorised Users, including, where applicable, that third parties (including us) may serve content, collect information directly from Authorised Users, and place or recognize cookies in connection with your Application; and
      2. any use that you or your Authorised Users make of the OED Researcher API and/or Content, whether or not permitted under this Licence Agreement.
3. You agree that we are entitled to use your name and details about your Application on the OED Researcher API Website and in related marketing, subject to your prior written approval of such marketing materials.

15. Term and Termination

1. Subject to Clause 15.5, this Licence Agreement shall commence upon acceptance of these terms by you and/or use of the OED Researcher API or Content (whichever comes first) and shall remain in force (i) for the period set out in the RTA or as otherwise agreed in writing by the Parties; or (ii) the termination of the Purpose whichever is the earlier, unless terminated earlier by either party in accordance with its terms (“the Term”).
2. On termination or expiry of this Licence Agreement, you shall cease, and shall procure that your Authorised Users cease, to use the OED Researcher API and/or any Content, including within any Application.You shall also, and shall procure that your Authorised Users also, delete and/or remove all Content downloaded and/or copied through use of the OED Researcher API which is in your or your Authorised Users possession, custody or control and if requested by us, certify to us that this has been done no later than 21 days following termination or expiry of this agreement.
3. During the Term, we may terminate this Licence Agreement:
   1. 1. immediately upon giving you written notice if you or one of your Authorised Users are in breach of any of your obligations under this Licence Agreement. Such right of termination shall be in addition to any other remedies we have in respect of your breach; or
      2. for convenience giving one [1] month’s notice in writing to you.
4. This Agreement shall terminate automatically in the event that we refuse your RTA.
5. This Licence Agreement constitutes the entire agreement of the parties about its subject matter, supersedes all prior communications, understandings and agreements (whether written or oral) relating to its subject matter and may not be amended or modified except by agreement in writing signed by both parties.
6. Any provision of this Licence Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Licence Agreement shall remain in full force and effect.
7. Termination or expiry of this Licence Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Licence Agreement which existed at or before the date of termination or expiry.

16. Ethical Conduct

1. You represent and warrant that you shall not act, or omit to act, in such a way as to give rise to a breach by you, or any of your Affiliates, of any applicable law related to bribery, corruption or any related matter. You shall maintain adequate procedures designed to prevent any persons who perform services for you or on your behalf from undertaking any activities that constitute or could constitute a breach of any applicable law related to bribery or corruption in order to obtain or retain business or a business advantage for you. We shall have the right to terminate this Licence Agreement on no notice, without liability, for breach of this clause. In this clause, "Affiliate" shall mean, in relation to a party, a person who is, from time to time, a subsidiary or parent of that party, or is a subsidiary of that party's parent.