12th January 2017

These Bibblio Terms of Use (“Terms”) are entered into by Bibblio Learning Limited, a company incorporated in England and Wales (registered number 08812630) (“Bibblio”, “us” and “we”), and the party using Bibblio’s services (“Customer” or “you”), each a “party” and together the “parties”, and set out the terms under which the use of the APIs and Services (both as defined below and provided by Bibblio and/or its partners) is permitted. Customer indicates their understanding and consent to these Terms by clicking on the “Sign up!” button as part of the process of creating an account on Bibblio.org (or an alternative Bibblio domain) or by logging in to use the Services.

  1. Service Overview
    1. Bibblio provides a set of content enrichment, storage and discovery services as set out in these Terms (all such services being the “Services”) delivered via various enrichment and distribution tools provided through APIs (all such tools and APIs being the “APIs”) allowing you to enrich digital content (all such content which you have exposed to the Bibblio Services constituting the “Content”), enabling the ranking of Content for better discovery through content recommendation and search.
    2. Enrichment
      Bibblio provides enrichment of Content as a self-service solution allowing you to expose your Content to the enrichment API which will analyse and process the Content, enriching it with semantic data mapped against Bibblio’s unique graph database (the “Smart Graph”). Following processing by the enrichment API you will receive a link to the enriched data associated with your Content. By storing semantic profiles of your Content in Bibblio’s Smart Graph you will enable smart discovery of your Content across your own website(s) via Bibblio’s discovery API.
    3. Discovery
      Bibblio’s discovery API enables you to add powerful discovery tools to your Content offering. You will be able to access a self-service API that you can run across your website(s), which will use Bibblio’s Smart Graph to provide enhanced discovery of your Content for your users.
    4. Support and Maintenance
      Bibblio provides general support via its FAQ and contact form. Additional service and maintenance packages are available and specified here bibblio.org/pricing. Should you require a higher level of service from Bibblio, this can be provided by separate written agreement.
  2. API License
    1. If you are signing up to use the Services on behalf of a company or other entity you warrant that you are an authorised representative with sufficient authority to bind such company or entity.
    2. On condition of you agreeing to abide by these Terms, we grant you a non-exclusive, non-transferable, non-sub-licensable, worldwide, revocable right and license during the term of your subscription to the Services (the "Subscription") to use and make calls to the APIs solely in order to make use of the Services with your own website, application, database or other owned services (the “Subscriber Platform”) for the purposes of allowing the users of your Subscriber Platform (the “End Users”) to access or otherwise receive the benefit of certain of the Services.
    3. You must follow the instructions and guidance provided by us on developer.bibblio.org or any and all restrictions and policies implemented by us from time to time with respect to the APIs as set forth in the documentation found at developer.bibblio.org/docs, these Terms or as otherwise communicated to you (“General API Policies”) when you make use of the Services with your Subscriber Platform and, to the extent that you do not, we will not be liable for any impact whatsoever that such other use may have on the provision or receipt of the Services.
    4. You agree not to copy, modify, distribute or otherwise use the APIs or their constituent code except as expressly set out in these Terms.
    5. The licenses granted in this clause 2 are explicitly conditional on your adherence to the responsibilities set out in these Terms and to the following restrictions:
      1. You must comply with all restrictions set forth in these Terms, any Privacy Policy in force from time-to-time, and the General API Policies in all uses of the APIs and any and all data points created in the process of using Bibblio’s Services (“Service Data”). If we believe, in our sole and unrestricted discretion, that you have violated or attempted to violate any term, condition or the spirit of these Terms, the license afforded to you may be temporarily or permanently revoked, with or without notice to you.
      2. Only a person who has obtained credentials from Bibblio’s APIs (a “Subscriber”) may use the APIs. A Subscriber can use these credentials to obtain an access token as per the OAuth 2.0 standards in order to access the APIs (an “Access Token”). As a Subscriber you may not share your credentials or Access Token with any third party, shall keep such credentials, Access Token and all login information secure and shall use the credentials and Access Token as your sole means of accessing the APIs.
      3. You shall not substantially replicate products or services offered by Bibblio, including, without limitation, functions or clients on platforms (such as the Web, iOS or Android) where Bibblio offers its own client or function. Subject to the preceding sentence and the parties’ other rights and obligations under these Terms, each party agrees that the other party may develop and publish applications that are similar to or otherwise compete with such party’s applications. Applications may not use or access the APIs or a Service in order to monitor the availability, performance, or functionality of any of the APIs or a Service or for any similar benchmarking purposes.
      4. You shall not, under any circumstances, through applications or otherwise, repackage or resell any of the Services, APIs or Service Data or any part thereof. You are not permitted to use the APIs or any Service Data in any manner that does or could potentially undermine the security of the Services, the APIs, Service Data or any other data or information stored or transmitted using the Services. In addition, you shall not, and shall not attempt to, interfere with, modify or disable any features, functionality or security controls of the Services or the APIs, defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Services or the APIs, or reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Services or the APIs.
      5. You acknowledge that you are solely responsible, and that Bibblio has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of any of your Content. Without limiting the foregoing, you will be solely responsible for (i) the technical installation and operation of your Content; (ii) creating and displaying information and content on, through or within your own applications or on websites operated by you or under your auspices; (iii) ensuring that you do not violate or any copyright and all other intellectual property rights whatsoever and wherever existing in the world (together “IP Rights”) of any third party; (iv) ensuring that applications are not offensive, profane, obscene, libellous or otherwise illegal; (v) ensuring that your Content does not contain or introduce malicious software into the Services, APIs, any Service Data or other data stored or transmitted using the Services; and (vi) ensuring that your Content is not designed to or utilized for the purpose of spamming.
      6. You will respect and comply with the technical and policy-implemented limitations of the APIs and the restrictions of these Terms in designing and implementing Content. Without limiting the foregoing, you shall not violate any explicit limitations on calling or otherwise utilizing an APIs.
      7. You shall not make any modifications to any Service Data, other than as reasonably necessary to modify the formatting of such Service Data in order to display it in a manner appropriate for the relevant Content.
  3. Intellectual Property Rights, Relationship with End Users, Content Standards
    1. You (or your relevant licensors) shall own and retain all right, title, and interest, including IP Rights, in and to:
      1. the Content;
      2. any data resulting from your use of the Services (“Service Data”); and
      3. any data received by Bibblio from you in connection with the End Users' use of the Services (“Customer Data”).
    2. You hereby grant to Bibblio (or, as relevant, agree to procure the grant to us of) a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to:
      1. use such Content in accordance with these Terms; and
      2. use the anonymised Service Data and Customer Data as well as anonymised metadata derived from the Content for the purposes of fulfilling our obligations hereunder and to further enhance the Services.
    3. You confirm that you are duly authorised and licensed to submit the Content and anonymised Service Data and Customer Data to us and that the use of the Content and anonymised Service Data and Customer Data in connection with the Services will not breach a third party’s rights including without limitation any IP Rights or rights in confidential information and agree to indemnify us in respect of any loss or damage (including reasonable legal fees) incurred by us in the event of a breach of this clause.
    4. Except as regards Content, we are the owner or licensee of all IP Rights in Bibblio (including without limitation in the APIs, the Services, the Bibblio platform or websites and the Service Data) and in the material published by Bibblio or on any Bibblio website. All such rights are reserved and you have no rights in, or to, any Bibblio property other than the rights to use the APIs and Services in accordance with these Terms. In particular, you or your End Users must not use any part of the Bibblio platform or websites or any content on the Bibblio platform or websites for commercial purposes without obtaining a license to do so from us or the content owner in question.
    5. You must always acknowledge our status (and that of any identified contributors) as the authors of the content provided by us on the Bibblio platform or websites where relevant.
    6. You acknowledge and agree that Bibblio has no direct contractual or other relationship with End Users, therefore:
      1. you are solely responsible for ensuring that your contractual arrangements with End Users (including any relevant terms and conditions and privacy policy) are appropriate to allow for the provision of the relevant Services to them in accordance with these Terms and that End Users are, where appropriate, bound by obligations in respect of the receipt of the relevant Services that are no less restrictive that those set out in these Terms; and
      2. you are liable to us for any acts and omissions of End Users accessing the relevant Services through the Subscriber Platform as if they were your own acts or omissions.
    7. The following content standards apply to any and all Content as well as to all Services. You must comply with the spirit of the following standards, as well as to their letter. The standards apply to the constituent parts of any Content as well as to it as a whole. We reserve the right in our sole discretion to refuse to display or to remove Content that we feel is not suitable for or does not fit with the ethos of Bibblio or the Services. Specifically, we reserve the right to refuse to process and to remove any Content which, in our sole and unrestricted discretion:
      1. is not suitable for use with Bibblio’s Services;
      2. does not comply with applicable law in the UK and in any country from which the Content is posted or the Services are rendered or received;
      3. is defamatory, threatening, misleading or deceptive;
      4. contains obscene, offensive, hateful or inflammatory material or promotes or enables illegal or unlawful activities including, without limitation, violence or discrimination; or
      5. infringes or breaches any copyright, database right, trade mark or other intellectual property right of any other person, or any person’s right to privacy, confidentiality or other legal right (in tort or equity or otherwise).
  4. Enrichment
    1. Once you have obtained an Access Token, you will be able to push your Content to our APIs. These will (i) analyse your Content, (ii) create a taxonomy for your Content, which will be associated with the Content and (iii) associate your Content which has been enriched by Bibblio’s enrichment solution as described herein with Bibblio’s proprietary Smart Graph.
    2. Content will be able benefit from Smart Graph-enhanced discoverability for End Users on your website(s) as long as you are a Subscriber to the Bibblio Services. You can obtain the Service Data for the Content from the APIs at any time. However, following the termination of your Subscription you will no longer be able to use the Bibblio Services and APIs. The Bibblio Smart Graph will only be available under a current and valid Subscription to the Bibblio Services.
  5. Storage
    1. If you choose to store semantic profiles of your Content with Bibblio, we will store a text representation of the content, the generated taxonomy and a set of associated data generated by Bibblio in our Smart Graph. These will be used to provide tools to aid search, recommendation and discovery of your catalogue, as well as licensed third party content.
    2. Bibblio will make available a set of tools for managing your content on Bibblio’s system. This will include creating, updating and deleting content.
  6. Distribution / Recommendation
    1. Once semantic profiles of Content have been stored with Bibblio the APIs can be used to aid recommendation and discovery. The APIs will use the generated taxonomy for Content and Bibblio’s Smart Graph to provide recommendations and discovery results.
    2. Recommendation and discovery will only be available for Content where the relevant semantic profiles are stored on Bibblio’s systems. This Content can be from your own catalogue, or licensed 3rd party content.
    3. Bibblio will provide links to the Content as it is hosted by the owner of the Content in recommendation and discovery results. Bibblio will not host the Content.
  7. Pricing
    1. You shall pay to Bibblio in arrears on a recurring monthly basis on or around the date that you accepted these Terms the Applicable Fees (as defined below) and any applicable taxes. Such payment will be drawn automatically from the payment option (credit card) the details of which you submitted to us when signing up or subsequently. The amount to be paid in any given calendar month will be the applicable fees for each relevant payment plan which you have been on in that month multiplied by (number of days that you have been on the relevant plan / 30) (the “Applicable Fees”).
    2. Any and all use of the APIs and Services shall be subject to our price list as published on our website from time to time, or as otherwise communicated to you. We reserve the right to change our prices without prior notice. If we do this, we will notify you and you shall then have two weeks from us sending that notice to you to terminate your agreements with us pursuant to these Terms. For the avoidance of doubt, your failure to terminate your agreements within this period shall be construed as your agreement to the new prices as published.
    3. Subject to Bibblio’s absolute discretion, you may be refunded up to $500 from the amounts invoiced to you for the use of the APIs and Services on the basis that:
      1. such refund is requested immediately upon the lapse of 60 days from your beginning to use the APIs and Services;
      2. all of your Content is removed from Bibblio’s systems within 3 days of such refund request being submitted;
      3. no further use of the APIs or Services is made following such refund request, except strictly as required for the removal of your content;
      4. your user account with Bibblio is deleted following the removal of your content;
      5. you do not create another user account with Bibblio, and nobody from your organization or undertaking, or a group member of such organization or undertaking, creates an account to use Bibblio’s services for six months following deletion of your account; and
      6. Bibblio reserves the right to refuse to refund anyone whom in its reasonable opinion has not fully complied with the terms of this clause.
    4. If, in our reasonable opinion, you have breached clause 7.3, we reserve the right to debit your payment option the amount that we have refunded to you pursuant to clause 7.3.
  8. Term and Termination, Variation
    1. Unless otherwise agreed between you and us, your Subscription shall commence with your acceptance of these Terms and shall recur on a monthly basis.
    2. Either party may terminate these Terms by notice to the other party. If either party decides to terminate these Terms your Subscription shall end with the expiry of the month following 30 days from our receipt of your written notice to us (the “Expiry Date”).
    3. Any non-Subscription services that we provide to you shall be billed as and when used and the Term of your agreement with us shall continue for the duration of your usage of such services.
    4. If we determine, in our sole and unrestricted discretion, that there has been a breach of these Terms through either you or your End Users’ use of the Services, we may take such action as we deem appropriate, including (but not limited to) any or all of the following actions:
      1. immediate, temporary or permanent withdrawal of the Subscriber’s right to use Bibblio including the suspension or cancellation of your Subscription;
      2. immediate, temporary or permanent removal of any Content;
      3. the issue of a warning to you;
      4. legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
      5. further legal action against you; and/or
      6. disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
    5. If your Subscription ends for any reason:
      1. you must immediately cease using the Services, delete or remove the APIs from any of your platforms hosting them and destroy all copies of the APIs in your possession or control and (if requested by us) certify that you have done so; and
      2. we may remove any or all Content submitted during your Subscription.
    6. You acknowledge and agree that if either party terminates these Terms you will not receive any refund of charges already incurred in the relevant payment period, and further charges may be incurred in such period if you continue to use the Services. Furthermore, if at the Expiry Date or subsequently there are any charges outstanding to you on account of your use of the Services or otherwise the balance will fall due upon the Expiry Date and you herewith authorise us irrevocably to debit your payment option (credit card), or issue an invoice to you for immediate payment.
    7. We may revise these Terms at any time at our sole discretion and in the event of such a revision, we will contact you informing you of the revised Terms via the contact details provided when you signed up and continued use of the Services will constitute acceptance of the revised Terms.
    8. No variation to these Terms may be made save by a variation notified by us as described above, or else in writing signed by both parties.
    9. From time to time updates to the APIs may be issued. Depending on the update, you may not be able to use the Services until you have implemented the latest version of the APIs in accordance with our instructions and accepted any new terms.
  9. Confidentiality
    1. The parties acknowledge that, in the course of the agreement pursuant to these Terms, they may obtain Confidential Information (as defined below) from the other party. The receiving party shall not disclose such Confidential Information, now or in the future, to any third party or use it except as expressly permitted or required by its rights and obligations under these Terms. The parties must safeguard Confidential Information with all necessary and reasonable precautions. The parties may disclose Confidential Information to those of their employees and agents who require such Confidential Information to carry out their duties pursuant to these Terms, provided that such employee or agent is subject to confidentiality restrictions at least as strict as the ones found in these Terms.
    2. "Confidential Information" means all information or know-how of a secret or confidential nature concerning a party or any of its subsidiaries or affiliates, including information or know-how which ought reasonably to be treated as confidential or proprietary under the circumstances.
    3. Notwithstanding the foregoing, Confidential Information shall not include any information which:
      1. is, or which becomes (other than through a breach of this agreement), available in the public domain or otherwise available to the public generally;
      2. is, at the time of disclosure, already known to the receiving party without restriction on disclosure;
      3. is, or subsequently comes, into the possession of the receiving party without violation of any obligation of confidentiality;
      4. is independently developed by the receiving party without breach of this agreement;
      5. is explicitly approved for release by the written consent of an authorised representative of the disclosing party; or
      6. a party is required to disclose by law, by any regulatory or governmental or other authority with relevant powers to which such party is subject or submits, whether or not the requirement has the force of law, or by any court order.
    4. The receiving party acknowledges that any breach of these confidentiality provisions may cause irreparable damage to the disclosing party which cannot be remedied by financial compensation; therefore, the disclosing party shall, without waiving any other rights or remedies, be entitled to injunctive and/or declaratory relief in connection with any breach or threatened breach of these confidentiality provisions.
  10. Representations & Warranties, Liability
    1. Except as otherwise set out in these Terms and to the extent permitted by law, no conditions, warranties or other terms apply to any services supplied by Bibblio under these Terms unless expressly stated. In particular:
      1. No implied conditions, warranties or other terms apply to these Terms, including without limitation any implied terms as to satisfactory quality or fitness for purpose or any implied warranties arising from a course of dealing, usage or trade practice.
      2. Bibblio gives no representation, warranty or guarantee, express or implied, that any services supplied by Bibblio under these Terms will meet the Subscriber’s needs or those of the End Users, or that the receipt of the Services will benefit or be suitable for the Subscriber or the End Users.
      3. Bibblio makes no representation or guarantee that the Services will always be available or that access to the Services or APIs will be uninterrupted. Bibblio may suspend, withdraw, discontinue or change all or any part of Bibblio without notice. Bibblio will not be liable to you if, for any reason, Bibblio is unavailable at any time or for any period. Should you require a higher level of service from Bibblio, this can be provided by separate written agreement only and will be subject to additional fees, see bibblio.org/pricing.
    2. Bibblio will not be liable for any loss or damage whatsoever, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with the following:
      1. loss of profits, sales, business or revenue (including loss of agreements or contracts);
      2. business interruption;
      3. loss of anticipated savings, business opportunity, goodwill or reputation;
      4. loss of use or corruption of software, data or information;
      5. any indirect or consequential loss or damage; or
      6. loss or damage caused by a distributed denial-of-service attack, computer error or corruption, a virus or any other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of Bibblio, or any website linked to it.
    3. Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
    4. Subject to clauses 10.1 to 10.3, our total liability to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms including the receipt of the Services shall be limited to the amount of the charges paid by you to us in any given 12-month period during the Subscription period.
    5. With respect to Content, the Customer warrants and represents that it has full and unencumbered rights to use the Content in all the ways in which the Services are set up to operate.
  11. Indemnification
    1. Each party shall defend, indemnify and hold harmless the other party and its respective agents, affiliates, subsidiaries, directors, officers, employees, and contractors against any and all third party claims resulting from the breach of such party's duties, obligations and representations pursuant to these Terms.
    2. In connection with any such claim: (i) the indemnified party shall provide prompt written notice to the indemnifying party of any such claim (provided that the failure to provide such prompt notice shall not relieve the indemnifying party of its indemnification obligations under the Terms, except to the extent it has been damaged thereby); (ii) the indemnifying party shall have sole control of the defence or settlement of the claim (provided that the indemnifying party may not enter into any settlement that may adversely affect the rights or obligations of the indemnified party without the indemnified party's prior written consent); (iii) at the indemnifying party's request and expense, the indemnified party shall cooperate in the investigation and defence of such claim; and (iv) the indemnified party shall have the right to participate in its defence with advisers of its own choosing at the indemnified party's expense.
  12. General Terms
    1. Privacy & Data Use
      By using Bibblio you consent to the data processing as set out under these Terms, you agree to obtain all relevant consents from End Users for the processing of data contemplated by us in accordance with any privacy policy in place from time to time and you warrant that all data provided by you is accurate.
    2. Monitoring
      Bibblio reserves the right to monitor you for compliance with these Terms.
    3. Viruses & Malicious Code
      1. Whilst we shall use reasonable endeavours to keep Bibblio free from viruses, etc., you acknowledge and agree that we do not warrant that Bibblio will be secure or free from bugs or viruses and that consequently we do not assume any liability for related damages or losses of any kind whatsoever. You should use your own virus protection software.
      2. You must not misuse Bibblio by knowingly introducing viruses, trojans, or other malicious or technologically harmful code or material. You must not attempt to gain unauthorised access to Bibblio, the server on which Bibblio is stored or any server, computer or database connected to Bibblio. You must not attack Bibblio via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990.
    4. Third party links and resources in Bibblio
      1. Where Bibblio contains links to other sites and resources provided by third parties who are not under our control, these links are provided for your information only.
      2. We have no control over, and assume no responsibility for, the content of those sites or resources or their availability. Any such links should not be interpreted as endorsement by us of those sites and we will not be liable for any loss or damage that may arise from your use of them.
    5. Third party rights
      A person who is not a party to these Terms (including without limitation End Users) shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
    6. Waiver
      The express or implied waiver by either party of any of their respective rights or remedies under these Terms or applicable law will not constitute a continuing waiver of the right or remedy waived or a waiver of any other right or remedy.
    7. Severance
      1. If any provision of these Terms is held to be invalid or unenforceable under applicable law, all other provisions under these Terms will continue in full force and effect and will not be impaired in any way.
      2. If any provision of these Terms is held to be invalid or unenforceable but would be valid or enforceable if some if some part of the provision were deleted, the provision in question will apply with the minimum of modification necessary to make it valid and enforceable.
    8. Survival
      Sections 3, 9, 10, 11, 12 and 13 will survive the termination of these Terms along with with any outstanding undisputed payment obligation.
    9. Trademarks
      "Bibblio" is a trademark of Bibblio Learning Limited, and you shall not use Bibblio’s trademarks, logo, name or other identifying marks without Bibblio’s prior written consent or unless stipulated under one of our payment plans.
    10. Use of Your Name
      You grant Bibblio the right to include your name in Bibblio’s publicity and marketing materials.
    11. Contact and complaints
      To contact us, please email [email protected]. If you have any comments or complaints regarding our services, please email [email protected].
  13. Governing Law and Jurisdiction
    1. These Terms, their subject matter and their formation, and any dispute or claim relating to them or their subject matter (including non-contractual claims), are governed by English law with the exception of those conflict-of-laws provisions whose application would lead to the abrogation of English law.
    2. The parties both agree to the exclusive jurisdiction of the courts of England and Wales to settle any claim, dispute or issue (including non-contractual claims) which may arise out of or in connection with these Terms, except that no party shall seek to litigate any dispute through the courts without first having attempted a bona fide mediation by a certified mediator.