Cashmere Content Licensing API Platform

1. Introduction

Welcome to the Content Licensing API Platform (the "Platform" or "Service"). These Terms of Service ("Terms") govern your access to and use of the Platform, which enables approved developers, organizations, and applications ("Consumers" or "you") to access licensed textual and multimedia content provided by third-party publishers ("Publishers"). By registering for an API key or using the Platform in any manner, you agree to abide by these Terms and all applicable laws and regulations. If you are using the Platform on behalf of an organization, you represent that you have the authority to bind that organization to these Terms. Do not use the Platform if you do not agree to these Terms.

2. Definitions

For the purpose of this agreement, the following terms have specific meanings:

Publisher: An entity (such as a news organization, book publisher, academic journal provider, or other content owner) that makes its copyrighted or proprietary content available via the Platform under a defined license.

Consumer (Client): An individual or entity that has been approved to access the Platform's API to retrieve content for use in its own application or services. This includes developers, companies, universities, and AI system providers that consume the licensed content.

Content: Textual materials and associated data made available through the API, including but not limited to news articles, book excerpts, academic papers, journals, abstracts, metadata, and in the future possibly multimedia elements (images, audio, video) ("Licensed Content"). Content is provided by Publishers and is subject to specific license rights and restrictions defined by the Publishers.

API: The Application Programming Interface and related services, keys, documentation, and tools provided by the Platform that allow Consumers to query, search, and retrieve the Content.

Licensed Use: The specific uses of Content that are permitted under the applicable Publisher license. This will vary by Publisher and content type – for example, it may include internal research, display within a particular application, or other uses explicitly authorized.

Application: The software application, website, service, or AI model that a Consumer operates, which interacts with the API to utilize the Content in accordance with these Terms.

3. Account Registration and Approval

3.1 Eligibility

To use the Platform, you must create an account and request API access. Only approved Consumers will receive API credentials (such as an API key or client ID/secret). Approval is at the discretion of the Platform and may require you to detail your intended use of the Content. You must be of legal age and capacity to form a binding contract, and if you represent an organization, that organization must ensure compliance with these Terms.

3.2 Registration Information

You agree to provide accurate, current, and complete information during the account registration process and to keep such information updated. This may include contact information, details about your application, and your affiliation or organization.

3.3 Account Security

You are responsible for maintaining the confidentiality of your API credentials and account login information. You must not share your API key or access tokens with any unauthorized person. You are fully responsible for all activities that occur using your credentials. If you suspect any unauthorized use of your account or API key, you must notify us immediately.

3.4 Approval by Publishers

In some cases, access to certain Publishers' Content or specific categories of data may require additional approval from the Publisher or compliance with additional license terms. The Platform may notify you of any such requirements during the onboarding process. You agree that you will not attempt to access Content that you are not authorized to use.

4. License Grants and Scope of Use

4.1 License from the Platform

Subject to your compliance with these Terms and any applicable Publisher-specific terms, the Platform grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform's APIs to retrieve Content for your Licensed Use. This license is solely for the purpose of enabling you to integrate and use the Content in your Application as permitted by these Terms.

4.2 License from Publishers (Content License)

Each piece or collection of Content you access through the Platform is provided under a license from the Publisher that owns or controls that Content. The scope of permitted use for a given Content item (or collection) is defined by the Publisher's license terms ("Publisher Terms"), which may be presented in the API metadata or otherwise made available to you. For example, a Publisher may designate that an article can be used for "editorial use only" or "research purposes only," may forbid any commercial redistribution, or may require certain attribution. By accessing any Content, you agree to comply with the specific Publisher Terms associated with that Content. If there is a conflict between a Publisher's license terms for Content and these general Platform Terms, the more restrictive terms will govern your use of that Content.

4.3 No Ownership Transfer

All Content accessed via the Platform is licensed, not sold. Publishers retain all right, title, and interest (including intellectual property rights and copyrights) in and to their Content. Neither the Platform nor any Publisher grants you any ownership of Content. You receive only the limited rights expressly granted under these Terms and the applicable Publisher Terms. All rights not expressly granted are reserved.

4.4 Temporary Access; No Archiving

Your license to use any Content is temporary and conditional. The Platform or the Publisher may specify a time period or context for which you may retain or use the Content (e.g., during a subscription term or for the duration of an end-user session in your Application). You agree not to store or archive Content beyond what is allowed. For example, if the Publisher Terms indicate that content access is for "transient, non-persistent use" (such as displaying search results or excerpts to a user), you must not maintain a permanent copy of that Content. Even if not explicitly stated, when your rights to access Content end (due to termination or expiration of your agreement or the Publisher pulling the content), you must promptly delete any copies of that Content in your possession or control.

4.5 Multimedia and Future Content

The Platform may in the future offer access to other media types (such as photographs, illustrations, audio recordings, videos, or data visualizations) as part of the Content. Any such Multimedia Content will also be licensed under Publisher-controlled terms. Typically, unless otherwise specified, these Terms apply to all forms of Content. However, additional restrictions may apply to multimedia (for example, image content may be for one-time editorial use and may require inclusion of a copyright notice or photographer credit; audio/video may be preview-only or have territorial restrictions). The Platform will endeavor to provide you with any such additional terms or requirements. By accessing any Multimedia Content, you agree to abide by all additional restrictions (such as not removing watermarks or attribution, not using images of people for commercial purposes without permission, etc.). If you cannot comply, you must not use that content.

5. Tiered Access Levels and Service Plans

5.1 Service Tiers

The Platform may offer different access tiers or subscription plans to accommodate varying needs of Consumers:

• Basic Tier may allow access to a limited range of Content or a limited number of API calls (for example, primarily metadata and free content, with strict rate limits). This tier might be offered for evaluation or academic research with no or minimal fees.
• Advanced or Premium Tier may allow access to comprehensive Content (including full-text from participating Publishers), higher rate limits, and additional features such as bulk data endpoints or historical archives. This tier will typically require a paid subscription or a custom license agreement and may be subject to usage quotas defined in that agreement.
• Enterprise/Customized Tier: For large-scale or specialized use (e.g., a corporation integrating the API into a product, or a university licensing content for text and data mining at scale), the Platform may offer custom agreements. These may involve commitments like minimum subscription terms, volume-based pricing, or particular rights (such as internal text mining rights across a large corpus).

You will be informed of the features and limits of your chosen tier during signup or in a separate service order. You agree not to knowingly exceed the usage permitted for your plan. If you need to upgrade to a higher tier due to increased usage or new use cases, you will contact the Platform to arrange the appropriate plan. The Platform reserves the right to throttle or restrict your API usage to enforce the limits of your plan (for example, by imposing rate limits, transaction caps, or data quantity limits).

5.2 Usage Monitoring

You acknowledge that the Platform may monitor your API requests and usage volumes for purposes including rate limiting, ensuring compliance with these Terms, aggregating usage statistics, and improving the service. Any attempt to circumvent monitoring or to conceal your usage (e.g., by using multiple API keys or IP addresses without permission) is a material breach of these Terms.

5.3 Changes in Access or Features

The Platform aims to provide consistent service, but specific Content or features may change. Publishers may at any time withdraw some of their Content from the Platform or change the terms under which that Content can be accessed. Additionally, the Platform may introduce new features in higher tiers or phase out old features. We will provide reasonable notice of material changes when possible. If a change materially reduces what you receive under your current paid plan, you may terminate your subscription as provided in Section 13.

6. Fees, Payment and Reporting

6.1 Fees and Payment Terms

If your use of the Platform or certain Content is subject to fees (for example, subscription fees for a Premium Tier, or pay-per-use fees for certain on-demand content items), you agree to pay all applicable amounts in accordance with the payment terms provided to you (such as in an order form or online sign-up page). Fees may be billed in advance on a monthly or annual subscription cycle, or on a usage basis (e.g., per article or per thousand API calls), depending on your plan. All payments are due in the currency and manner specified, and you are responsible for any bank charges, taxes (see 6.2), or other transaction costs.

6.2 Taxes

All fees are exclusive of applicable taxes. You are responsible for any sales, use, value-added, withholding, or similar taxes or duties payable with respect to your subscription or use of the Platform, other than taxes on the Platform's own income. If you are required by law to withhold taxes from your payment, you may deduct such taxes, but you must provide the Platform with an official receipt or other documentation to support the withholding and remit the remaining payment. The Platform reserves the right to gross up fees in jurisdictions where direct payment of taxes by the Platform is required.

6.3 Late Payments

Overdue payments may be subject to interest at the rate of 1% per month (or the highest rate allowed by law, if lower), starting from the payment due date until paid. If your account is past due on payments, the Platform may suspend your API access (including access to Content) until you have paid the full amount due, including any interest. The Platform will provide notice (e.g., via email) of any impending suspension for non-payment and will work in good faith to resolve billing issues with you.

6.4 No Refunds

Except as expressly stated in these Terms or required by law, all fees are non-refundable. For example, if you cancel your subscription or if your access is terminated due to your breach, you will not be entitled to a refund for the unused portion of the term. In certain cases, the Platform may refund fees on a pro-rata basis if it terminates the service without cause (see Section 13) or if content availability is severely reduced, but any such refunds are at the Platform's discretion.

6.5 Usage Reporting

For usage-based billing (if applicable), the Platform's system measurements (e.g., number of API calls made, data volume transferred, content items accessed) will be the basis for calculating fees. The Platform will make available usage reports or dashboards so you can monitor your consumption. You agree that these records are presumed accurate unless you promptly object with verifiable evidence of a discrepancy. Any billing disputes must be raised in writing within 30 days of the invoice or charge in question; otherwise, you waive the dispute. The Platform will investigate and, if an error is found, correct any overcharge or undercharge on the next billing cycle.

7. Consumer Obligations and Acceptable Use

By using the Platform and accessing Content, you agree to the following obligations:

7.1 Compliance with Terms and Laws

You will use the Platform and all retrieved Content strictly in accordance with these Terms, the Publisher Terms accompanying any content, and all applicable laws and regulations. This includes intellectual property laws, privacy and data protection laws, and export control regulations. If certain Content is marked for use only in specific territories, you will geofence or restrict your use accordingly.

7.2 Authorized Use Only

You will only use Content for the purposes that have been expressly licensed to you. Any usage outside the scope (for example, using editorial licensed content for an advertisement, or using academic research content for a commercial data product) is prohibited unless you have obtained separate, explicit permission from the Publisher and (if required) the Platform.

7.3 Data Security

You will implement and maintain reasonable and appropriate administrative, physical, and technical safeguards to protect the Content accessed through the Platform. This includes protecting API keys, access tokens, and any stored Content from unauthorized access or disclosure. If Content includes any personal data or sensitive information (which generally it should not, as the Platform is focused on published works), you must handle it in compliance with relevant privacy laws and only for the limited purposes allowed.

7.4 No Harmful Activities

You will not use the Platform in any manner that could damage, disable, overburden, or impair our services or networks. This means you must not engage in abusive usage such as excessive polling, denial-of-service attacks, introduction of malware, or attempts to circumvent API rate limits. Ensure that your Application handles errors and exceptions gracefully and does not unnecessarily repeat failed requests in rapid succession.

7.5 User Accounts and Attribution

If your Application displays or provides Content to end users, you are responsible for communicating any required terms or notices to those end users. For example, if a Publisher requires that end users see a copyright notice or a source attribution when Content is displayed, you must include such notice. You should also ensure that any end user who accesses Content via your Application cannot misuse it in violation of these Terms (for instance, by preventing bulk downloading by end users if your license does not allow redistribution).

7.6 Cooperation and Audit

You agree to reasonably cooperate with the Platform in demonstrating your compliance with these Terms. The Platform or the Publisher may request information about your use of certain Content to verify proper use. In the event of suspected misuse, the Platform may (with reasonable notice and during normal business hours) audit your relevant records and systems, or require you to certify compliance. You agree to promptly correct any compliance failures identified and to inform the Platform of the corrective actions taken.

8. Prohibited Uses

You shall NOT do, or attempt to do, any of the following:

8.1 Circumvent License Restrictions

Access, use, or manipulate the Content in any way that is not authorized by the Publisher's license terms. This includes (but is not limited to) extracting raw content and using it outside your Application, removing or obscuring copyright management information (like digital watermarks, attributions, or metadata), or combining the Content with other data in a manner that violates usage limitations (such as creating an aggregated database of full-text articles for resale).

8.2 Unauthorized Redistribution

Publish, distribute, or syndicate the Content (either in original form or in substantially similar form) to any third party except as integrated into your Application for an authorized use. For example, you may display licensed text within your news app to your end users (if editorial use is permitted), but you may not take that text and offer an API of your own or a downloadable dataset. White-labeling or providing Content to others as if it were your own content service is strictly prohibited.

8.3 Commercial Exploitation Without Permission

Use Content marked for "non-commercial" or "academic" use for any commercial purpose. This means you cannot, without a proper commercial license, include such Content in a product or service that you sell or use it to generate revenue (e.g., via advertisements or subscription) beyond incidental use in scholarly publications. Similarly, you will not use any Content in advertisements, marketing materials, or for endorsement purposes, unless expressly allowed by the Publisher.

8.4 Creation of Derivative Works in Violation

While some transformation of content might be allowed for integration (such as excerpting or summarizing within your app), you must not create adaptations or derivative works that violate the spirit of the original license. For instance, you cannot translate an article and publish the translation if the license doesn't allow derivative translations; you cannot use text excerpts to create a chatbot's knowledge base if not permitted. Note: Non-consumptive transformations (like statistical analysis of text for insights) are generally allowed for research content, but you cannot output the content itself in new form except as permitted excerpts.

8.5 Competitive Use / Service Substitution

Use the Content or Platform in a manner that competes with or replicates the core offering of the Platform or the Publishers. You must not use the API to obtain Content to build or train a service that would compete with the Publisher's own publications or content platforms. For example, you cannot aggregate full-text from multiple publishers via this Platform and then run a public-facing search engine or AI service that delivers those texts to users, unless you have explicit rights to do so. Additionally, you will not use the Platform's metadata or data to create a competing API or database service.

8.6 Automated Bulk Downloading

Despite providing an API, the Platform expects Consumers to stay within reasonable call limits. You must not use multiple accounts, scripts, or any other techniques to evade API rate limits or download large quantities of Content in bulk unless such bulk access is explicitly part of your plan (e.g., an approved dataset download). Bulk downloading of entire collections or systematic scraping of content endpoints is prohibited. If you require large datasets for machine learning or archival purposes, contact the Platform for a proper data license.

8.7 Content Modification or Misrepresentation

You may not modify the Content in a way that infringes the author's moral rights or misrepresents the Content's meaning. Specifically, do not edit or selectively excerpt text to create a false impression, and do not remove bylines or source credits. If you shorten content (for example, for summarization), you should disclose it's an excerpt or summary. Any alteration of editorial content (beyond cosmetic formatting or necessary technical transformation) is generally not allowed without Publisher permission.

8.8 Intellectual Property Infringement

Use the Platform or Content in a manner that infringes or violates the intellectual property rights of any person or entity. You will not, for instance, incorporate Content into materials that violate third-party copyrights or trademarks. Also, do not reverse engineer any proprietary formats or DRM that may be in use to protect the Content.

8.9 AI Training and Machine Learning

Special Note on AI: Unless expressly permitted by the Publisher and applicable law, you are not allowed to use the Content to train, validate, or fine-tune generative AI models or other machine learning algorithms. Many Publishers consider their content too sensitive or proprietary for such uses. If a Publisher does allow AI training uses (perhaps under a specific "research use" carve-out), it will be stated in their Publisher Terms or you will have obtained written consent. In absence of clear permission, assume it's forbidden to feed full-text content into an AI training pipeline. Non-consumptive analysis (where the model only learns insights without reproducing content) may be allowed for research, but any such activity must still comply with Publisher Terms and Section 8.5 and 8.7 above (no creating services that displace the content source or misrepresent the content).

Any of the above prohibited uses constitute a material breach of these Terms. The examples given are not exhaustive – when in doubt about a particular use, please contact us or the Publisher for clarification before proceeding.

9. Publisher-Specific Terms and Third-Party Content

9.1 Publisher Policies

Some Publishers may have additional terms, content policies, or developer guidelines that apply to their Content accessible on the Platform. For example, a news agency might require that you include a credit line ("Source: NewsAgency Name") whenever their article text is shown, or an academic publisher might limit how many sentences of a journal article can be excerpted in your application. The Platform will make reasonable efforts to convey any such requirements to you (through the API's documentation, content metadata, or our website). You agree to adhere to all such Publisher-specific requirements. If you fail to do so, the Publisher is deemed a third-party beneficiary of this agreement with the right to enforce those provisions against you.

9.2 Open Content

In some cases, Publishers may designate certain content as open access or public domain. Such content may have more permissive terms (for instance, content under a Creative Commons license). The Platform will indicate when content is provided under an open license (e.g., CC BY). You must still comply with the conditions of those open licenses (for example, providing attribution for CC BY content, or not applying additional restrictions on CC BY-SA content). Open content might not require a paid plan to access, but all usage must still be within the bounds of the license and these Terms (Sections 7 and 8 still apply, especially regarding not abusing the API or using open content to compete with the Platform).

9.3 Third-Party Integrations

The Platform may provide links or integrations to third-party services (such as Crossref for DOI resolution, or library systems) to enhance content retrieval or metadata. When using those services via our Platform, you are also bound by those third parties' terms of use. The Platform is not responsible for content or services provided by third parties that are not under our control. For example, if our API returns a URL to a publisher's website for full-text retrieval and you choose to fetch content from there, the terms on the publisher's site (or the robot.txt or API terms of that site) govern that fetch. We simply facilitate the connection.

9.4 Feedback and Contributions

If you (the Consumer) provide any feedback, suggestions, or contributions to the Platform or Publishers (for instance, error corrections on content, feature requests for the API, or improvements to data), you grant the Platform and the affected Publisher a worldwide, royalty-free, sublicensable right to use and incorporate that feedback or contribution into their services and content. You agree that you will not provide feedback that is subject to any third-party intellectual property rights or license that would require payment or attribution beyond what is already owed to you.

10. Intellectual Property Rights

10.1 Platform IP

All rights, title, and interest in and to the Platform, including the API software, code, documentation, logos, and trademarks ("Platform Materials"), are and will remain the exclusive property of the Platform operator and its licensors. These Terms do not grant you any rights to use the Platform's name, logos, or trademarks, except as necessary for factual references (e.g., stating that your app integrates with our API) and in compliance with any branding guidelines we provide. You will not remove or alter any copyright, trademark, or other proprietary notices in the Platform Materials. You also agree not to copy, distribute, sell, or lease any part of the Platform's software or documentation, and not to reverse engineer or attempt to extract source code from the API or any related software, except to the limited extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

10.2 Content IP

All Licensed Content is protected by copyright and possibly other intellectual property and database rights, and is owned by the Publisher or its content suppliers. As noted, that content is licensed to you, not sold. You must not claim ownership of the Content or any derived work that is simply the Content presented in a different format. Copyright notices: Many Publishers embed a copyright notice in the content (for example, at the bottom of an article text it might say © Year Publisher Name). You must preserve such notices in any substantial portion of Content that you display or output. If your use case does not lend itself to displaying the notice (for example, a text analysis tool that doesn't show the full text), you should at minimum keep the notice in the data and ensure any user accessing the content can see the source and copyright information elsewhere in your interface or documentation.

10.3 Reservation of Rights

Except for the express licenses granted in these Terms, nothing in this agreement transfers or licenses any intellectual property rights from the Platform or any Publisher to you or any third party. All rights not expressly granted are reserved by the respective rights holder. This means, for example, that if a certain use of Content is not clearly permitted (or is ambiguous), you should assume you do not have permission and either refrain from that use or seek clarification and permission.

10.4 Trademark Usage

You may use a Publisher's name or the title of a publication (e.g., the name of a news outlet or journal) only to attribute Content as required. You may not use any Publisher trademarks or logos in a way that suggests endorsement of your Application without the Publisher's prior written consent. Likewise, you may not use the Platform's name or logo in a misleading manner. Any permitted use of trademarks should adhere to brand use policies if provided (for example, using capitalized names correctly, not altering logos, etc.).

10.5 Content Identification

You agree not to remove, bypass, or circumvent any measures that the Platform or Publishers may use to identify or protect Content. This includes digital watermarks, fingerprints, DRM (Digital Rights Management), or metadata tags. If an item of Content is tagged with an identifier (like a DOI or a content ID), maintain that association where feasible. These measures help track usage and ensure compliance.

11. Attribution and Academic Use

11.1 Attribution Requirements

Many Publishers require that if you display their Content (or substantial portions of it) to end users, you must credit the source. The Platform may provide a standard citation or attribution string in the content metadata (for example, an article might come with a recommended credit line: "© 2025 The Example Times. All rights reserved."). You must include all such attribution and copyright notices when displaying content, as reasonably practical. For textual content excerpts, this could be a small footer or tooltip; for images or multimedia, it could be a visible watermark or caption. If you're unsure how to attribute, err on the side of providing clear credit near the content. The Platform reserves the right to require specific attribution formatting in the future and will notify you of any changes.

11.2 Academic and Research Use

If you are using the Platform for academic research or non-profit educational purposes, you may be eligible for special terms or exemptions (for instance, higher rate limits or fee waivers), as determined in our discretion or under separate agreement. However, you are still bound by the core obligations regarding content use. In scholarly publications resulting from use of the Content, you should credit the Platform and the Publishers as data sources (for example, in an appendix or data availability statement: "Data was accessed via [Platform Name] with permission from [Publisher Name]"). Keep in mind that using Content for research does not automatically make the Content itself shareable – you can share your results, but not the underlying full-text or data, unless it's open access or you have permission. If you want to publish any significant portion of Content as part of your research output (beyond what might be considered fair use or fair dealing, or allowed excerpts), you must obtain permission from the relevant Publisher. This includes, for example, reproducing a large paragraph from an article in a paper – check if that's allowed or if permission is needed.

11.3 Citation of Data

If the Platform or Publisher provides a specific citation format or DOI for a content item, you should use that when referencing the content in any public materials. Proper citation not only fulfills license obligations but also supports the scholarly ecosystem by acknowledging content creators.

12. Privacy and Data Protection

12.1 Platform Privacy

Use of the Platform is subject to our Privacy Policy, which explains how we collect, use, and protect personal information. By using the Platform, you acknowledge that you have read and understood the Privacy Policy.

12.2 Personal Data in Content

The Content primarily consists of published texts (and possibly images) and should not contain personal data about individuals, except incidentally (e.g., names of authors, persons mentioned in news stories, etc.). However, to the extent that any personal data is present in Content, you as a Consumer are responsible for handling it in compliance with applicable data protection laws (such as GDPR if you're in Europe, or other regional laws). You should avoid using Content in a way that could violate privacy rights. For instance, if content includes personal information that is sensitive or used out of context, you should not expose that in your Application unlawfully. If any Publisher or the Platform notifies you that certain data must be removed or treated in a certain way for privacy reasons, you agree to do so.

12.3 User Data

If your Application collects personal data from end users in connection with Content (for example, their reading history or annotations on content), you must provide appropriate notice and obtain any necessary consents from those users as required by law. You must also implement adequate security measures to safeguard such data. The Platform is not responsible for how you handle your end users' data, but if a Publisher requires aggregate usage stats or anonymized analytics about their content usage, you agree to cooperate in providing such data in compliance with privacy laws (no personally identifiable info without user consent).

12.4 Data Localization

You acknowledge that Content may be subject to territorial or legal restrictions. If you are in a jurisdiction with strict data localization or censorship laws, it is your responsibility to ensure that accessing or storing the Content is lawful there. The Platform does not guarantee that all Content is legal to use in every country. If we inform you that certain Content is not permitted in certain jurisdictions, you will take measures to block or prevent access as applicable. For example, if a Publisher notifies us that an article must not be shown in Country X due to legal issues, we may ask you (and you agree) to exclude that content from your service in Country X.

13. Term, Suspension, and Termination

13.1 Term

This Agreement commences on the date you accept these Terms (or first access the Platform, whichever comes first) and will continue in effect until terminated by either party as outlined herein. If you have a subscription or specific service term, the Agreement will last for the duration of that subscription term, subject to earlier termination for breach.

13.2 Termination by You

You may terminate these Terms for convenience by ceasing all use of the Platform and Content and closing your account. If you have a paid subscription, you may terminate at the end of your current subscription period by providing any required notice of non-renewal (check your plan details for notice requirements; if none specified, 30 days' notice before renewal is suggested). Early termination of a subscription may not entitle you to any refund (see Section 6.4). To formally terminate, you should provide written notice to the Platform (for record-keeping) and stop using and delete all Content as required below.

13.3 Suspension or Termination by Platform

The Platform may suspend or terminate your access (in whole or in part) immediately upon notice to you if:

1. You materially breach any provision of these Terms or any Publisher Terms and fail to cure the breach within 7 days after notice (if curable). However, for serious breaches such as clear misuse of content, attempts to hack the API, or violation of Section 8 (Prohibited Uses), we reserve the right to suspend access immediately without a cure period.
2. We are required to do so by law or by order of a court (for example, if providing you the service becomes illegal in your country).
3. Any Publisher whose content you are accessing demands suspension or termination of your access due to a violation or suspected violation of their terms or rights. (We will attempt to investigate and discuss with you first, but in some cases we may be obligated to comply with a Publisher's request swiftly.)
4. You undergo a change of control or become associated with a competitor of the Platform in a manner that we believe could compromise the confidentiality or competition (we would likely discuss this with you and give notice if it's a concern).
5. Payment for any fees is delinquent by more than 30 days and you have not made arrangements for payment (see Section 6.3 regarding suspension for non-payment).

In addition, the Platform may terminate this Agreement for convenience and discontinue the service or a portion of the service by providing you at least 60 days' notice. (For example, if we decide to shut down the Platform entirely, or if we will discontinue an API version, we'll let you know in advance.) In such event, if you have prepaid fees for a period beyond the termination date, we will refund the prorated unused fees.

13.4 Effect of Termination

Upon any termination or expiration of this Agreement:

• Cease Use: You must immediately stop using the Platform, cease all API calls, and not attempt to access Content. Any rights or licenses granted to you with respect to the Platform and Content end at once (except as otherwise stated below for surviving provisions).
• Content Deletion: You must delete all copies of Content retrieved through the Platform in your possession or control, including from your servers, databases, and any storage (with the exception of content that was separately obtained under another lawful license outside of the Platform). You also agree to remove any cached or embedded Content in your Application, to the extent practicable. Within 10 business days of termination, you shall certify in writing (if requested by us or a Publisher) that all such Content has been deleted and is no longer in use. Exception: If a Publisher's separate agreement with you or separate license terms allow you to retain certain Content after termination (for example, a dataset you licensed for perpetual internal use), then you may retain that Content according to those terms. But you cannot continue to fetch or receive that content via the Platform after termination.
• End-User Access: If you have distributed any Content to end-users as part of your Application and those copies are under your control (e.g., content stored in your app that could be remotely deleted or made inaccessible), you should take reasonable steps to prevent further access to such Content. For instance, if you have an app that saved licensed articles for offline reading, you should ideally remove those upon termination. End-users may keep content that was already delivered to them (we do not expect you to magically delete things from user devices), but you must not provide any updates or new deliveries of Content.
• Surviving Provisions: Any provision of these Terms that by its nature should survive termination shall survive. This includes, without limitation, provisions dealing with intellectual property ownership (Section 10), disclaimers of warranties (Section 14), limitations of liability (Section 15), indemnification (Section 16), governing law and dispute resolution (Section 18), and any accrued rights to payment.
• Data Retention: The Platform may retain certain data (like log files of your API usage, account information for record-keeping, etc.) after termination, in accordance with our Privacy Policy and data retention policies. We will handle any personal data in such records per our Privacy commitments.

13.5 Reinstatement

If your account was suspended (not fully terminated) for a remediable breach or non-payment, and you have resolved the issue, you may request reinstatement of access. The Platform in its discretion may restore your API access, potentially under additional conditions (for example, a security deposit, upgraded plan, or a trial period of monitoring). Publisher approval may also be required for reinstatement if the suspension was due to a Publisher complaint.

13.6 No Liability for Termination

Neither the Platform nor Publishers shall be liable to you or any third-party for termination of this Agreement or suspension of your account in accordance with these Terms. You acknowledge that your sole remedy in the event of a wrongful termination by the Platform (if any) would be a claim for breach of contract, and the damages would likely be limited to fees you paid for services not delivered (as Content licenses are revocable). Under no circumstances will we be obligated to restore access to Content after termination unless a new agreement is formed.

14. Warranty Disclaimers

The Platform, the Content, and all services and features provided are offered "AS IS" and "AS AVAILABLE" to the fullest extent permitted by law. The Platform and each Publisher (with respect to its Content) expressly disclaim any and all warranties, express or implied, including:

• Implied Warranties: We disclaim any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Content is suitable for your needs or that it will not violate rights (though Publishers commit that they have rights to license it, we cannot absolutely guarantee no third-party claim).
• Accuracy and Completeness: Neither the Platform nor the Publishers guarantee that any Content is complete, accurate, up-to-date, or free from errors or omissions. The Content may contain factual inaccuracies, typographical errors, or other mistakes. Use it at your own discretion. For example, an academic article might be retracted after publication – we do not warrant that we will immediately remove or label such content, though we will strive to update content as we are informed.
• Continuity of Service: We make no warranty that the Platform or API will be uninterrupted, secure, or error-free, or that content requests will always be delivered. Downtime, delays, or technical glitches may occur. We will try to provide reliable service and support, but we cannot promise 100% uptime or immediate fixes.
• Platform Workmanship: While we aim to provide a robust API, we do not warrant that the API or any software provided is free of bugs, viruses, or harmful components. You are responsible for implementing safeguards (like scanning content for viruses where appropriate, or using up-to-date security measures in your integration).
• No Editorial Control Warranty: The Platform aggregates Content from various Publishers. We do not review or endorse the content. The inclusion of a content item in our service does not mean we guarantee its quality or that we agree with its substance. Any opinions, advice, statements or other information in the Content are those of the respective authors or publishers and not of us.
• Third-Party Services: If our Platform integrates or relies on third-party services (such as authentication providers, cloud hosting, or external data sources), we make no warranty regarding those services. Any service disruptions or data breaches on those third-parties are outside our control and we disclaim liability for them (though we will make reasonable efforts to ensure our providers are reputable).

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above disclaimers may not fully apply to you. In such cases, the disclaimers shall apply to the maximum extent permitted by applicable law.

15. Limitation of Liability

15.1 Indirect Damages

To the maximum extent permitted by applicable law, in no event shall the Platform or any Publisher, or our respective affiliates, officers, employees, or suppliers, be liable for any indirect, incidental, special, consequential, or punitive damages whatsoever. This includes, without limitation, damages for lost profits or revenues, loss of data, loss of business opportunity or goodwill, service interruption, computer damage, or other intangible losses arising out of or related to your use of or inability to use the Platform or Content. These limitations apply even if we have been advised of the possibility of such damages, and even if a remedy fails of its essential purpose.

15.2 Direct Damages Cap

The aggregate liability of the Platform and each Publisher (separately) to you for any and all claims arising from or related to the service or these Terms shall not exceed the total amount of fees actually paid by you to the Platform in the twelve (12) months immediately preceding the event giving rise to the liability (or, if you are on a free plan, $100 USD). If claims are made against multiple Publishers or us, each shall be liable only for its own content/issues and the cap applies to each individually. You acknowledge that this cap is a fair allocation of risk and forms a basis of the bargain between the parties.

15.3 Content-Specific Liability

In recognition that the Platform acts as an intermediary to provide you access to Publishers' content, you agree that any liability related to content provided by a particular Publisher (including any claims of infringement, errors in content, or damages arising from content accuracy or lack thereof) will be the responsibility of that Publisher, not the Platform. The Platform's role is facilitating access; the Publishers are the source of the material. However, even in such cases, the limitations in this Section 15 apply in favor of the Publisher as well. For example, if a Publisher's article is found defamatory and you face a claim because you republished it as allowed, the Publisher's liability to you (if any) would still be limited by this Section, unless a separate contract with that Publisher provides otherwise.

15.4 Exceptions

Nothing in these Terms is intended to exclude or limit liability for: (a) death or personal injury caused by negligence, (b) gross negligence, willful misconduct, or fraud, (c) any breach of obligations implied by law that cannot be excluded (for instance, certain statutory warranties that might apply to consumers in some jurisdictions), or (d) any other liability which cannot be excluded or limited under applicable law. Only to the extent that any exclusion or limitation in this Section is prohibited by law, that particular exclusion/limitation will not apply to you, but the rest of the limitations shall remain in force.

15.5 Multiple Claims

All claims and damages in aggregate shall be subject to the cap and limitations above. Multiple claims do not expand the limits. Different types of damages (contractual, tort, under statute) are all included in the cap together. You agree that the limitations and exclusions in this Section 15 are reasonable and appropriate given the nature of the services and the fees charged (if any).

16. Indemnification

16.1 Your Indemnity to Platform and Publishers

You agree to indemnify, defend, and hold harmless the Platform, its parent company, affiliates, and their and our respective directors, officers, employees, and agents ("Platform Indemnitees"), as well as the Publishers and their respective affiliates, directors, officers, and employees ("Publisher Indemnitees"), from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or accruing from:

1. Your use of the Platform or Content in violation of these Terms or the law (for example, any claim that you used Content beyond what was permitted, or that you violated a third party's rights with how you used it);
2. Your Application or business, including any end-user claims related to use of Content in your Application (for instance, if an end user claims that your use of their data in conjunction with Content violated their privacy, or any product liability claim if your Application's output causes harm);
3. Breach of Obligations: any allegation that, if true, would constitute a breach by you of any representation, warranty, or obligation in these Terms (for example, if you promised to delete content but did not, or you misrepresented having certain permissions);
4. Content Provided by You: any content or data you provide to the Platform or any Publisher (such as feedback, or if you uploaded any of your own content into a Publisher's system via our API, which is unlikely in this context); and
5. Combination of Content with Other Material: any claim that the combination of Content with any other software, content, or services (other than as provided by the Platform) infringes the rights of a third party, where the claim is not based solely on the Content itself (for example, if you integrate Content into your database and someone claims the collection infringes a sui generis database right or you mix content in a way that creates a defamatory impression).

You agree that the Publisher Indemnitees are third-party beneficiaries of this section and may enforce it directly against you if needed.

16.2 Indemnity Procedure

If any claim or action arises that is subject to your indemnification obligation, the Platform or Publisher (as applicable) will promptly notify you in writing of the claim (provided that failure to promptly notify only relieves you of your responsibility to the extent your defense is materially prejudiced by the delay). You shall assume control of the defense and settlement of the claim with counsel reasonably acceptable to the indemnified party. However, the indemnified party (Platform or Publisher) may, at its own expense, participate in the defense with counsel of its choosing. You shall not settle any claim in a manner that admits fault or liability of the indemnified party, or imposes any non-monetary obligations on the indemnified party, without that party's prior written consent (such consent not to be unreasonably withheld). If you fail to assume the defense of a claim promptly, the indemnified party may do so and seek reimbursement from you of reasonable legal fees and any resulting liability.

16.3 Publisher Indemnity to You

Each Publisher solely, and not the Platform generally, may offer an indemnification to you in one limited scenario: if you are using a Publisher's Content in full compliance with these Terms and their license, and an unaffiliated third party brings a claim against you alleging that the Content (as provided by that Publisher) infringes their copyright, the Publisher responsible for that Content will defend you against such claim and pay any final court-awarded damages or settlement amounts (approved by Publisher) for which you are liable, provided that you (a) promptly notify the Publisher of the claim, (b) allow the Publisher to control the defense and settlement (with your reasonable cooperation), and (c) have not admitted fault or otherwise compromised the defense. This Section 16.3 is subject to the same procedure conditions as above. It also does not apply to: modifications you made to content, combinations of content with other materials not provided by the Publisher, or any use of content that violates these Terms or the Publisher Terms. This indemnity is given by the Publisher, not by the Platform (unless the Platform is itself the Publisher of certain content). The Platform will facilitate contacting the Publisher if you need to invoke this clause. Other than the limited IP infringement indemnity just described, the Publishers and Platform make no indemnity promises to you. The limited indemnity here is designed to mirror standard industry practice (like how Reuters or AP might indemnify for third-party IP claims as long as you used content correctly), but it may vary by Publisher. If a particular Publisher offers a broader indemnity (or none at all), those specifics would be in that Publisher's own terms or agreement with you, if any.

17. Confidentiality

17.1 Definition of Confidential Information

In the course of your use of the Platform, you may receive non-public information which is either designated as confidential or which a reasonable person would understand to be confidential given the nature of the information and the circumstances ("Confidential Information"). This may include, for example, certain unpublished content or data provided for testing, pre-release API features, pricing discussions, non-public Publisher requirements, or usage reports. It does not include information that is or becomes generally known to the public (through no breach by you), information you independently developed without access to Confidential Information, or information rightfully obtained by you from a third party without confidentiality obligations. The Content provided via the API is generally not considered Confidential Information in itself (it's licensed content meant for use), except any portions that are not yet publicly released or are provided only for internal use.

17.2 Obligations

You agree to treat Confidential Information with the same degree of care that you use to protect your own sensitive information of similar nature, but no less than a reasonable standard of care. You may use Confidential Information solely for the purpose of using the Platform in accordance with these Terms and shall not disclose it to any third party, except to those of your employees or contractors who need to know it for that authorized purpose and who are bound by confidentiality obligations at least as protective as these Terms. You shall not use Confidential Information for any other purpose, including to compete with the Platform or any Publisher.

17.3 Compelled Disclosure

If you are required by law, regulation, or court order to disclose Confidential Information, you must give the Platform prompt written notice (if legally permissible) so that we or the relevant Publisher may seek an injunction or protective order or otherwise contest the disclosure. If disclosure is ultimately required, you will only disclose the minimum amount of information necessary to comply and will cooperate with any efforts to obtain confidential treatment for that information.

17.4 Return/Destruction

Upon termination of this Agreement or upon our request, you shall promptly return or destroy all Confidential Information in your possession or control, and certify such destruction if asked (except as may be contained in routine back-up archives, which should remain subject to confidentiality). This requirement does not apply to Content itself, which is governed by Section 13's deletion requirements (though obviously if Content was under embargo or not yet public, it should be treated as confidential until it's public).

17.5 Platform's Use of Your Info

The Platform will handle your sensitive information (such as any non-public info you provide about your Application's plans, or your personal contact/payment info) in accordance with our Privacy Policy and industry standards. We will not disclose the fact of your usage of the Platform to others as an endorsement without your permission (except in a list of users or case studies, per Privacy Policy). However, general information like "X company is using our service" is not Confidential Information unless you specifically object to such publicity in writing.

17.6 Publishers as Third-Party Beneficiaries

Any Publisher-specific Confidential Information (e.g., early access to their content feed or proprietary classification data they provide) is also protected and that Publisher can enforce confidentiality directly against you.

18. Governing Law and Dispute Resolution

18.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Delaware, USA, excluding its conflict of laws principles. We choose Delaware law as a neutral law that is commonly used in international content licenses. If you are using the Platform primarily in a different jurisdiction that mandates the use of its law for certain consumer or copyright issues, that law may apply only to that extent and does not displace the chosen law for other matters. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

18.2 Jurisdiction

Subject to the arbitration clause below (if applicable), you agree that any dispute arising out of or relating to these Terms or the Platform that cannot be resolved amicably shall be resolved exclusively in the state or federal courts (having jurisdiction) located in Utah County, Utah, USA. You consent to the personal jurisdiction of such courts and waive any objections based on inconvenient forum, to the extent permitted by law. If you are a governmental or international entity that requires a specific dispute process, we may mutually agree on an alternative, but absent such agreement, this Section stands.

18.3 Arbitration (If Chosen)

Optionally, the Platform may prefer to handle disputes via arbitration for efficiency. If so, we can include: Any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Platform shall be settled by binding arbitration administered under applicable rules. The arbitration shall be conducted in English by a single arbitrator, and the place of arbitration shall be determined by the Platform. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator can award any relief that a court of law could, including injunctions or damages, but may not alter the terms of this Agreement. Each party will bear its own arbitration costs, but the prevailing party is entitled to recover reasonable attorneys' fees and costs. Note: By agreeing to arbitration, the parties waive their rights to a jury trial and to participate in class actions.

18.4 Injunctive Relief

Notwithstanding the above, the Platform or any Publisher may seek immediate injunctive relief or other equitable remedy in any court of competent jurisdiction (not limited to the chosen forum) to address any unauthorized use of Content or breaches of confidentiality/intellectual property obligations by you. You acknowledge that such breaches could cause irreparable harm that cannot be adequately remedied by money damages. Similarly, you may seek injunctive relief in court for any breach by us that is causing irreparable harm to you (though given the service nature, that scenario is less likely except maybe misuse of your confidential information).

18.5 Time Limitations

To the extent permitted by law, any claim or cause of action arising out of these Terms or use of the Platform must be filed within one (1) year after such claim arose, or be forever barred. (This does not apply to claims of unpaid fees or indemnification which are discovered later, nor to ongoing breaches, but is aimed at preventing stale claims.)

19. General Provisions

19.1 Entire Agreement

These Terms (including any documents incorporated by reference, such as the Publisher Terms, Acceptable Use policies, or Privacy Policy) constitute the entire agreement between you and the Platform with respect to the subject matter, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between the parties. No oral or written information or advice given by either party or its representatives shall create any warranty or agreement not expressly stated in these Terms. In entering into this Agreement, neither party has relied on any statement or representation not expressly set forth herein.

19.2 Amendment

The Platform reserves the right to modify or update these Terms from time to time. If we make material changes, we will provide you with reasonable advance notice, such as by email or through a notice on our website or developer portal. The updated Terms will be posted with a new "Last updated" date. Your continued use of the Platform after the effective date of the updated Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Platform and may terminate this Agreement as provided. For significant changes, we will endeavor to give at least 30 days' notice. Certain changes that do not reduce your rights (like new features or clarifications) may be effective immediately. Keep in mind that Publisher-specific term changes (like a publisher changing how their content can be used) may occur and we will communicate those as needed; such changes will be effective as stated (sometimes immediately if mandated by the publisher or law).

19.3 No Waiver

The failure of either party to enforce any provision of these Terms shall not constitute a waiver of future enforcement of that or any other provision. Similarly, a waiver of any breach or default shall not be deemed a waiver of any later breach or default. All waivers must be in a signed writing to be effective.

19.4 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect. The parties will, in good faith, negotiate a valid and enforceable provision replacing the invalid one, that as closely as possible achieves the intent of the original provision.

19.5 Assignment

You may not assign or transfer any rights or obligations under these Terms without the prior written consent of the Platform. Any attempted assignment in violation of this section is null and void. The Platform may assign this Agreement or any of its rights/obligations to an affiliate or in connection with a merger, acquisition, sale of assets, or by operation of law, or to any Publisher (with respect to enforcement of specific content terms). These Terms shall bind and inure to the benefit of the parties, their successors, and permitted assigns.

19.6 Relationship of the Parties

Nothing in this Agreement is intended to, or shall, create a partnership, joint venture, or agency relationship between you and the Platform or any Publisher. You are accessing the Platform as an independent entity. You do not have authority to bind the Platform or Publishers, and vice versa. Each party is responsible for its own expenses and obligations associated with the performance of this Agreement.

19.7 Third-Party Beneficiaries

The Publishers whose Content is accessed hereunder are intended third-party beneficiaries of these Terms to the extent necessary to enable them to enforce their rights related to the Content (such as the license restrictions, attribution, confidentiality, indemnification, and intellectual property protections). Except as expressly stated, there are no other third-party beneficiaries. Your end users are not third-party beneficiaries and have no privity of contract with the Platform under these Terms.

19.8 Notices

The Platform may send you required notices by email to the address associated with your account, via a notification through the developer portal, or through other reasonable means. It is your responsibility to keep your contact information up-to-date. Official legal notices to the Platform should be sent to our registered agent or corporate address, Attn: Legal Department (we will provide the current address on our website). Notices will be deemed given: (a) when verified by written receipt if sent by personal courier, overnight courier, or mail; or (b) on the day sent if by email or portal notification, provided no bounce or failure message is received and a copy of the notice is also sent via another method.

19.9 Force Majeure

Neither party nor any Publisher will be liable for any delay or failure to perform its obligations (other than payment obligations) if such delay or failure arises from any cause or causes beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, civil disturbances, government actions, labor disputes, failure of telecommunications or internet service, or other events of similar nature. In such cases the time for performance will be extended by a period equal to the duration of the force majeure. Each party will make reasonable efforts to mitigate the effects of any force majeure.

19.10 Translations

These Terms may be provided in languages other than English for convenience. However, the English language version of these Terms shall be controlling in all respects. All notices and dispute resolutions shall be in English, unless otherwise required by law.

19.11 Headings and Construction

Section headings in these Terms are for convenience only and have no legal or contractual effect. "Including" means "including without limitation." These Terms will not be construed in favor of or against a party by reason of authorship (they are considered negotiated by both parties). If an ambiguity or question of intent arises, no presumption or burden of proof will favor or disfavor any party because of authorship of any provision.

19.12 Contact Information

If you have any questions or concerns about these Terms or the Platform, or if you need to request permission for a use of Content outside these Terms, you may contact us at [email protected]. For reporting copyright concerns or infringement regarding any Content, please see our Copyright Policy on our website. We value our partnership with both Consumers and Publishers and will do our best to address your inquiries promptly.

Related Policies

Please review our related policies, which also govern your use of the Platform:

• Privacy Policy
• Cookie Policy