SEMANTIC SCHOLAR DATASET LICENSE AGREEMENTNON-COMMERCIAL USETHIS SEMANTIC SCHOLAR DATASET LICENSE AGREEMENT (“AGREEMENT”) IS BY ANDBETWEEN THE ALLEN INSTITUTE FOR ARTIFICIAL INTELLIGENCE, LOCATED AT 2157 NORTHNORTHLAKE WAY, SUITE 110, SEATTLE WA 98103 (“AI2” OR “US”) AND THE INDIVIDUAL ORLEGAL ENTITY (“LICENSEE” OR “YOU”) WHO IS LICENSING DATA FROM AI2.
BY EXECUTING THIS AGREEMENT, OR OTHERWISE ACCESSING THE DATA, LICENSEEEXPRESSLY ACCEPTS AND AGREES TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ANINDIVIDUAL AGREEING TO THE TERMS OF THIS AGREEMENT ON BEHALF OF AN ENTITY,SUCH AS YOUR EMPLOYER, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO
BIND THAT ENTITY AND “LICENSEE” SHALL REFER HEREIN TO SUCH ENTITY.
This Agreement is effective as of the date You (i) accept the Agreement by clicking “I Accept” or similaror (b) access the Data, whichever is earlier.
1) Definitions. Capitalized terms used herein have the following definitions:a) “Data” means any journals, articles, metadata, abstracts, pdfs and full-texts and any othercontent types provided to Licensee by AI2.
b) “DOI” means a Digital Object Identifier which is a unique universal identifier associated with apaper, journal or author.
2) License Grant. Effective as of the Effective Date, AI2 grants to Licensee a worldwide, perpetual,non-exclusive, non-transferable, non-sublicensable license to use and make derivatives of the Data
only for Licensee’s non-commercial, internal operation and use and subject to the further provisions
below.
3) Restrictions. The foregoing License is limited. Licensee may not: (a) copy or use the Data in any
manner except as expressly permitted in this Agreement; (b) transfer, sell, rent, lease,commercialize, lend, distribute, or sublicense the Data to any third party; (c) reverse engineer,disassemble, or decompile the Data (except to the extent such restrictions are prohibited by law);(d) alter or remove any proprietary notices in the Data; (f) use the Data for any purpose that is
unlawful or prohibited by this Agreement or otherwise. If Licensee do not comply with the License
terms or the foregoing restrictions, AI2 may terminate this Agreement immediately. Further, any andall commercial use of the Data is strictly prohibited. Prohibited commercial use includes, but is notlimited to, selling, leasing, or licensing the Data for monetary or other commercial gain, using theData in connection with business functions or operations, or embedding or installing the Data into
products for Licensee own commercial gain or for the commercial gain of third parties. If Licensee
are uncertain as to whether Licensee contemplated use of the Data is permissible, do not use thisData and instead contact AI for further information.

4) Proprietary Rights. Other than the License granted in Section 2 above, AI2 and its licensors retain
all right, title and interest in and to the Data and all components thereof, including all patent,
copyright, trademark, and trade secret rights. Licensee agree and acknowledge that any feedback,suggestions, ideas, comments, improvements or other input (“Feedback”) about the Data provided
by Licensee to AI2 is voluntarily given, and AI2 shall be free to use the Feedback as it sees fit
without obligation or restriction of any kind.
5)

Warranty. AI2 warrants that it has the right to make the Data available to Licensee as provided
for in and subject to this Agreement and in accordance with applicable law. The warranties under
this Section do not apply to any noncompliance resulting from any use not in accordance with thisAgreement. EXCEPT FOR THE LIMITED WARRANTY IN THIS SECTION, THE DATA ISPROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND. AI2 DISCLAIMS ANY AND
ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANYWARRANTY OF MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE.

6) Federal Agency Licensee.
Notwithstanding anything to the contrary contained in this Agreement, if You are an agency,
instrumentality or department of the federal government of the United States, then this Agreement shallbe governed exclusively in accordance with the federal laws of the United States of America in anappropriate venue. Further, and notwithstanding anything to the contrary in this Agreement, terms that
include indemnifications and warranties, acceptances of and/or limitations of or releases of liabilities,
and terms concerning claims, demands, complaints and disputes will be subject to and limited by theContract Disputes Act (41 U.S.C. §§601-613), the Tucker Act (28U.S.C. § 1346(a) and § 1491), or theFederal Tort Claims Act (28 U.S.C. §§ 346(b), 2401-2402, 2671-2672, 2674-2680) or other applicablegoverning authority. Specific legal remedies or limitations thereof, or limitations of or acceptance ofliabilities cited herein are subject to the those traditionally available in law suits against the Federal
government and/or are specifically permitted by Federal law. Agreements are renewed only uponacceptance. Any additional terms or conditions, future modifications to such or documents
incorporated by reference, attached as exhibits or other attachments now or at any future date aresubject to this clause. No funds are obligated by this agreement. Fines, penalties or fees shall notapply. All confidentiality provisions or use of information provisions contained herein are subject to theprovisions of Federal law, including the Freedom of information Act, the Whistleblower Protection Act(hereby incorporated herein) and other pertinent Federal laws and regulations governing confidential orproprietary or otherwise protected information.
7)

Limitation of Liability.
a) Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,EXCEPT AS OTHERWISE PROVIDED SPECIFICALLY IN THIS AGREEMENT, IN NO EVENTWILL EITHER PARTY, ITS AFFILIATES, LICENSORS, OR THEIR RESPECTIVE OFFICERS,DIRECTORS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE TO THE OTHERPARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL,CONSEQUENTIAL OR EXEMPLARY DAMAGES OR FOR THE COST OF PROCURING
SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN ANY WAY RELATINGTO OR IN CONNECTION WITH THIS AGREEMENT EVEN IF ADVISED OF THE
POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY(CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.b) Aggregate Liability. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY FORDIRECT DAMAGES, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF
LIABILITY, EXCEED $10,000.
c) Exclusion - Violations of Law. The limits in Section 7(a) and Section 7(b) above do not apply todamages incurred by a party due to the other party’s violation of applicable laws.
8) Compliance with Laws. Each party will comply with all applicable local, state, national, andinternational laws and regulations with respect to AI2’s license and Licensee use of the Data.
9) General.
a) If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid
or unenforceable, that provision of the Agreement will be enforced to the maximum extent
permissible and the other provisions of this Agreement will remain in full force and effect.
b) The failure by either party to enforce any provision of this Agreement will not constitute a waiverof future enforcement of that or any other provision. All waivers must be in writing and signed byboth parties.
c) All notices permitted or required under this Agreement will be in writing and will be delivered inperson, by confirmed facsimile, overnight courier service or mailed by first class, registered orcertified mail, postage prepaid. Such notice will be deemed to have been given upon receipt.
d) This Agreement will be governed by the laws of the State of Washington, U.S.A., excluding its
conflicts of law rules.
e) Any amendment or modification to the Agreement must be in writing signed by both parties.
f)

In the event of a conflict between this Agreement and other applicable documents between theParties, the terms of this Agreement will apply and will take precedence.