Terms of use

13^th March 2020

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 “Get started!” 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. Definitions and interpretation
   1. In these terms:

      “Access Token” means a temporary key with which you can administrate your Bibblio account. This includes adding content, creating catalogues and changing the account settings.

      “APIs” means various content enrichment and distribution tools provided through APIs.

      “Authorized User” means a person who has obtained access credentials from Bibblio’s APIs.

      "Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in London, England.

      “Content” means any digital content you have exposed to the Bibblio Services.

      “Deep Learning Algorithms” means a subset of machine learning algorithms based on multi-layered neural networks.

      “End Users” means the users of your website or application.

      “Entities” means named or specific entities found within the Content text, such as countries, individuals and companies.

      “General API Policies’ means the developer documentation found at developer.bibblio.org/docs.

      “Indexing” means computing a set of content items that satisfy specific criteria.

      “IPTC Media Topics” means the latest IPTC Media Topics subjects taxonomy. More information here iptc.org/standards/media-topics/

      “Keywords” means specific terms found in the Content text that are of particular significance to the Content’s subject matter.

      “OAuth 2.0 Standards” means a protocol that allows a user to grant limited access to their resources on one site, to another site, without having to expose their credentials.

      "Plan" means one of Bibblio’s monthly API call plans as detailed on www.bibblio.org/self-serve.

      “Recommendation Key” means a static access token associated with a Bibblio account to retrieve recommendations and submit certain user interaction data.

      “Services” means Bibblio’s content enrichment, content storage and content discovery services.

      “Syndication Pool” means a group of publishers that have agreed to share traffic through the recommendation of each other’s content.

      “User ID” means a unique identifier that represents an End User in your system.

      “User Interaction Data” means data pertaining to the means and frequency with which a user interacts with the Content.

   2. Unless a contrary indication appears or the context otherwise requires, any reference in these terms to:
      1. "we" or "us" shall be construed so as to include our respective successors in title, permitted assignees and permitted transferees;
      2. a "paragraph" is a reference to a paragraph of these terms;
      3. an "account" is a reference to that account and any sub-accounts as each may be renewed, replaced, renumbered or re-designated from time to time;
      4. a “person” means any individual, firm, company, corporation, government, state, agency of a state, association, trust, partnership or any other corporate entity;
      5. a “payment” occurs whenever funds transferred by you to us are actually received into our bank account;
      6. the date of acceptance of these terms and the date of these terms means, in each case, the last date on which it is accepted by you;
      7. the words "including" and "in particular" shall not be interpreted narrowly and shall be deemed to be followed by the expression "(but not limited to)";
      8. unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular; and
      9. a provision of law or regulation is a reference to that provision or regulation as amended, re-enacted or restated.
   3. In these terms:
      1. Paragraph headings are for ease of reference only and shall not affect the interpretation of any provision of these terms.
      2. References to a time of the day, unless stated otherwise, are references to the time in London.
2. Operation of the APIs and Services
   1. If you are using the APIs and Services on behalf of a company or other entity you warrant that you are an authorized representative with sufficient authority to bind such company or entity.
   2. On condition of you agreeing to abide by the terms herein, we grant you a non-exclusive, non-transferable, non-sub-licensable, worldwide, revocable right and license 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 for the purposes of allowing your End Users to receive the benefit of the Services.
   3. You must follow the instructions and guidance 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 General API Policies when you make use 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 herein.
   5. You must comply with all restrictions set forth within this agreement and General API Policies in all uses of the APIs. If we believe that you have violated or attempted to violate any term or condition herein, your access to the APIs and Services may be temporarily or permanently revoked. Access to the APIs and Services may be re-granted following satisfactory evidencing from you to us that sufficient remedial action has been taken to re-establish compliance with the terms set out herein.
   6. Only an Authorized User may use the APIs. An Authorized User can use their credentials to obtain an Access Token as per the OAuth 2.0 Standards in order to access the APIs. As an Authorized User 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.
   7. You shall not, under any circumstances, through applications or otherwise, repackage or resell any of the Services, APIs or any part thereof. 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 or algorithms from the Services or the APIs.
   8. 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:
      1. the technical installation and operation of your Content;
      2. creating and displaying information and content on, through or within your own applications or on websites operated by you or under your auspices;
      3. ensuring that your Content does not violate any copyright or intellectual property rights whatsoever and wherever existing in the world of any third party;
      4. ensuring that your Content is not offensive, profane, obscene, libelous or otherwise illegal;
      5. ensuring that your Content does not contain or introduce malicious software into the Services and APIs or other data stored or transmitted using the Services; and
      6. ensuring that your Content is not used for the purposes of spamming.
   9. You will respect and comply with the technical and policy-implemented limitations of the APIs and restrictions set forth herein in designing and implementing Content.
   10. 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.
3. Intellectual Property Rights, relationship with End Users and content standards
   1. Bibblio acknowledges that you (or your relevant licensors) own and retain all right, title, and interest, including without limitation, IP Rights, in and to the Content, any data resulting from your use of the Services, including without limitation, your User Interaction Data and data relating to End Users.
   2. You hereby grant to Bibblio (or, as relevant, agree to procure the grant to us of) a limited irrevocable, worldwide, royalty-free, non-exclusive license to use such Content in accordance with the terms herein and solely to provide the Services hereunder.
   3. You confirm that you are duly authorized and licensed to submit the Content and User Interaction Data to us. You agree to indemnify us in respect of any loss or damage (including reasonable legal fees) incurred by us related to an infringement of any third party’s intellectual property rights in the Content.
   4. Except as regards to 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 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.
   5. You acknowledge and agree that Bibblio has no direct contractual or other relationship with End Users and you are therefore 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.
   6. The following content standards apply to any and all Content as well as to all Services. We reserve the right to refuse to process and to remove any Content which, in our sole and unrestricted discretion: is not suitable for use with Bibblio’s Services; 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; is defamatory, threatening, misleading or deceptive; contains obscene, offensive, hateful or inflammatory material or promotes or enables illegal or unlawful activities including, without limitation, violence or discrimination; or 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). Any removal of Content by Bibblio shall be subject to prior written notice to you accompanied by an explanation for the removal.
4. Content and user interaction data
   1. Once you have obtained an Access Token, you will be able to push your Content to our APIs in raw text format. This will establish your corpus of content that can be recommended.
   2. Any content supplied to Bibblio will be enriched with Natural Language Processing (NLP). This process will derive Keywords, Entities and IPTC Media Topic classifications from the text.
   3. Once recommendations are being served you will be able to supply User Interaction Data to Bibblio’s APIs. This data can be anonymous or annotated with a User ID.
   4. If you wish to annotate your User Interaction Data with a User ID then you must contact us through our contact page (www.bibblio.org/contact) before adding such annotation, informing us of the volume of User IDs that you will be sending us.
   5. We reserve the right to charge an additional fee (in addition to the fee for your monthly Plan) for the processing of User IDs.
   6. Bibblio will not drop any site cookies or otherwise derive any identifying characteristics from your End Users.
   7. Any data relating to the identity of End Users (if any at all) must be supplied to us by you.
   8. The passing of User IDs is not mandatory.
5. Data storage
   1. Bibblio will store the raw textual representation of the Content, as well as metadata derived from the Content with NLP. Bibblio will also store vector representation of the Content for the purpose of Indexing.
   2. Bibblio will never store the Content in PDF format.
   3. A set of supplementary data fields can be stored alongside the raw text version of the Content. This includes data fields such as author, publication date, title and description.
   4. Bibblio will store User Interaction Data as submitted to the APIs.
   5. A set of supplementary data fields can be supplied alongside User IDs. These can contain any data property supported within the schema.org CreativeWork taxonomy, more information here – www.schema.org/CreativeWork.
   6. All User IDs will be one-way hashed to ensure that no original user data can be derived from the User ID.
   7. Bibblio will make available a set of tools for managing the Content on Bibblio’s platform. These will include reading, creating, updating and deleting content.
   8. In addition to the tools outlined in 5.7, Bibblio will make available to you all NLP metadata derived from the Content.
   9. Bibblio will store the Content on Amazon Web Services (AWS) with the strictest security measures and access control mechanisms in place.
6. Indexing
   1. Bibblio will create various recommendation indexes for the Content. Several algorithms will consume the Content and User Interaction Data to produce ranked lists of the Content to recommend.
   2. A Content based Algorithm will consume the Content and determine a set of recommendations deemed related based on the Content, hereafter referred to as Content Based Recommendations.
   3. An Engagement Algorithm will consume the Content and User Interaction Data to determine a set of recommendations based on the overall likelihood of engagement, hereafter referred to as Performance Optimized Recommendations
   4. A Deep Learning Algorithm will consume the Content and User Interaction Data that includes User IDs. The Deep Learning Algorithm will determine a personalized set of recommendations for each End User based on their historical content consumption habits and their inferred preferences, hereafter referred to as Personalized Recommendations.
   5. The Content Based Recommendations, Performance Optimized Recommendations and Personalized Recommendations will be collectively referred to as Indexes.
7. Recommendation retrieval
   1. Once Indexes have been created, you will be able to retrieve ranked sets of recommended content to serve your End Users.
   2. These recommendations can be derived from any of the Indexes described in section 6. Bibblio will provide mechanisms to specify the Index to return.
   3. A Recommendation Key is required to retrieve recommendations. A Recommendation Key is static; it does not appear automatically.
   4. The Recommendation Key allows for cacheable, high-performance access to (non-destructive) recommendation retrieval whilst retaining secure access control for managing the Content.
   5. Recommendations will present links to items in the Content by default. In the event that the Content belongs to a Syndication Pool, recommendations will present links to items in the corpora of the other members of the Syndication Pool.
   6. Membership to a Syndication Pool is opt-in; Bibblio will never present links to the Content of other publishers or third parties, nor present links to other publishers’ content to your End Users without express permission from you.
   7. Bibblio cannot serve Personalized Recommendations if no User IDs have been submitted alongside the User Interaction Data.
   8. Bibblio cannot serve Performance Optimized Recommendations if no User Interaction Data has been submitted to us.
   9. Bibblio may serve recommendations derived from an alternative Index if the requested Index is not available.
8. Invoicing & Payment
   1. You must insert the details of a valid credit or debit card on your Bibblio account in order to access any Plan above and beyond the Starter Plan.
   2. Failure to enter valid credit or debit card details on your account will result in you not being able to access the relevant Plan.
   3. You will receive an automated invoice for the fees due for the previous calendar month on the fourth (4^th) day of the calendar month.
   4. The credit or debit card associated to your account will be charged for the fees due for the previous calendar month on the sixth (6^th) day of the calendar month.
   5. If during the course of any given calendar month you should decide to upgrade or downgrade your Plan, the invoice for that month will be pro-rated to the number of days that you used the respective Plan(s) for.
   6. No refund for any usage of the Plans can be issued unless expressly agreed upon by you and us.
9. Termination
   1. You may terminate your use of the APIs and Services at any time.
   2. A notice of termination is defined as any of the following:
      1. the downgrading of your Bibblio Plan to the Starter Plan;
      2. a written notice to us of your wish to terminate your use of the APIs and Services, submitted through our contact page, here – www.bibblio.org/contact.
      3. the submission of an account deactivation request via the Account section of your Bibblio customer portal.
   3. Payment of any outstanding fees must be made by you to us before your Bibblio account can be terminated.
   4. If there are fees still outstanding sixty (60) days after the date on which the notice of termination was given, we reserve the right to pass the collection of any outstanding fees to a debt collection agency.
   5. For the avoidance of any doubt, the removal of the Bibblio module(s) or code from your website does not constitute a notice of termination. You will continue to be invoiced the relevant amount for your selected Plan until any of the actions defined in 9.2 have been enacted.
   6. Upon termination, within one (1) Business Day we shall remove all Content and User Interaction Data stored on your account. This removal is irrecoverable.
   7. In the event of you downgrading your Plan to the Starter Plan, all previously submitted Content and User Interaction Data will be deleted.
   8. No variation to these Terms may be made except in writing and agreed upon by both parties.
10. Confidentiality
    1. Information disclosed by either one of us to the other under these terms which, by its nature, is confidential or proprietary, including know-how, financial information, prices, fees and any technical information, shall be confidential and shall be held secret by the party receiving such information (the “Receiving Party”) hereunder. The Receiving Party may not disclose, publish or transfer such confidential or proprietary information, may use it only for the specific purposes contemplated under these terms, and must treat it with the same degree of care as the Receiving Party does with your own similar information, but with no less than reasonable care. These obligations do not apply to information which:
       1. is or becomes known by the Receiving Party without obligation to maintain its confidentiality,
       2. is or becomes generally known to the public through no act or omission of the Receiving Party,
       3. is developed by the Receiving Party independently, without use of confidential or proprietary information of the other party,
       4. is disclosed by us to an actual or potential provider of finance or investment to us or
       5. is required to be disclosed in legal proceedings or by any governmental authority; provided, however, that, before making any use or disclosure in compliance with this subparagraph the Receiving Party shall give the other party a prior written notice no less than ten (10) days in advance (or such shorter period as required or made possible by law) specifying the circumstances giving rise thereto.
       
       The obligations under this Section 10 shall survive the termination of your use of the APIs and Services for a non-limited period of time.
11. Representations and warranties
    1. Each party represents and warrants to the others that:
       1. it shall perform its obligations and exercise its rights under these terms in accordance with all applicable laws;
       2. it has full power, authority and ability to perform its obligations hereunder;
       3. neither the execution and delivery of these terms conflicts with or violates any agreement to which it is bound or any applicable law, rule or regulation; and
       4. it shall comply and shall cause its personnel to comply with the confidentiality, privacy and security obligations and all other sections set out herein.
    2. Without limiting the above, Bibblio represents and warrants to you that:
       1. we shall provide and cause our personnel to provide, in a professional and timely manner, the APIs and Services described herein;
       2. the APIs and Services are lawfully acquired and do not and shall not infringe on or misappropriate any third parties’ trade secret or intellectual property right;
       3. the APIs and Services do not and shall not (i) contain any computer virus, worms or Trojan horses, or (ii) otherwise introduce any harmful, limiting or destructive code file, script, agent or program or (iii) send spam or otherwise unsolicited messages into your or an End User’s computer or hardware; and
       4. the Services shall function in accordance with the requirements detailed herein.
    3. 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 provided by Bibblio under these terms unless expressly stated.
    4. 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.
    5. Bibblio gives no representation, warranty or guarantee, express or implied, that any services supplied by Bibblio under these terms will meet your needs or those of End Users, or that the receipt of the Services will benefit or be suitable for you or the End Users.
    6. 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.
    7. Except for Bibblio’s indemnification obligations, Bibblio’s breach of confidentiality obligations or Bibblio’s infringement of intellectual property, neither party nor its affiliates will be liable for:
       1. loss of profits, sales, business or revenue (including loss of agreements or contracts);
       2. indirect, special, incidental, consequential, exemplary, or punitive damages arising out of these terms; business interruption;
       3. loss of anticipated savings, business opportunity, goodwill or reputation; loss of use or corruption of software, data or information; any indirect or consequential loss or damage; or
       4. 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.
    8. 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.
    9. Except for Bibblio’s indemnification obligations, Bibblio’s breach of confidentiality obligations or Bibblio’s infringement of Customer’s intellectual property, each party and its affiliates’ total liability to the other party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement including the receipt of the Services shall be limited to the amount of the charges paid by you to us during the Term.
12. 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 representations, warranties or obligations pursuant to these terms.
    2. In connection with any such claim:
       1. the indemnified party shall provide prompt written notice to the indemnifying party of any such claim;
       2. the indemnifying party shall have sole control of the defense 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);
       3. at the indemnifying party's request and expense, the indemnified party shall cooperate in the investigation and defense of such claim; and
       4. the indemnified party shall have the right to participate in its defense with advisers of its own choosing at the indemnified party's expense.
13. Miscellaneous
    1. Viruses and malicious code

       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 unauthorized 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.

    2. Third Party links and resources in Bibblio

       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. 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.

    3. 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 herein, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

    4. 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.

    5. Severance

       If any provision within 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. If any provision within these terms is held to be invalid or unenforceable but would be valid or enforceable 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.

    6. Survival

       All provisions of these terms, which by their nature are reasonably intended to survive the termination of your use of the APIs and Services, shall survive such termination.

    7. 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 Plans.

14. Governing law and jurisdiction
    1. These terms, including any non-contractual obligations arising out of or in connection with them, are governed by, and shall be construed in accordance with, English law.
    2. You irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute, difference, controversy or claim arising out of or in connection with these terms (including any question regarding their existence, validity, or termination) as well as non-contractual disputes or claims.