Wordnik API Terms of Service Agreement

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS API

By accessing and using the Wordnik API (the “API TOS”) you agree that you are authorized to accept the terms set forth below (the “API Terms of Use” or “API TOS”) on behalf of yourself and your company (“You”), and You explicitly agree to comply with and be bound by the API Terms of Use. Wordnik reserves the right, at its sole discretion, to change, modify, update, add, or remove portions of the API Terms of Use at any time, with or without notice to You. Please review these terms and conditions periodically and check the version date for changes. Your continued use of the API TOS after the posting of any changes to the API Terms of Service Agreement will signify Your acceptance of those changes.

The Wordnik API is a service that allows pre-approved Wordnik licensees to use the Wordnik APIs to retrieve certain data regarding words including without limitation looking up the meaning of words (“Wordnik Data”) to enable You to provide related services on Your website. Wordnik reserves the right to modify or discontinue Your access to the Wordnik APIs or Wordnik Data, or a portion or feature thereof, or the offering of any information, good, content, product or service with or without notice to You. Wordnik shall not be liable to You or any third party should Wordnik exercise its right to modify or discontinue Your access to the Wordnik APIs or Wordnik Data or any part of it.

1. YOUR USE OF THE WORDNIK APIs

You are granted a limited, non-sublicensable right to access the Wordnik APIs and use the Wordnik Data for your non-commercial and informational use on Your website (“Your Site”) only in accordance with the terms of this Agreement, and any terms of service, documentation and specifications, or privacy policies provided to you by Wordnik from time to time. Wordnik may monitor Your use of the Wordnik APIs and Wordnik Data to ensure quality, improve Wordnik products and services, and verify your compliance with these terms. You shall not interfere with such monitoring or otherwise obscure from Wordnik Your use of the Wordnik APIs and Wordnik Data. The license granted to You in this Section 1 is subject to the condition that You adhere to the Wordnik Attribution Requirements below and subject to change or modification by Wordnik in its sole discretion if Wordnik Data is served from Your Site.

2. PROHIBITIONS

You will not:

(a) Interfere or attempt to interfere in any manner with the workings of the Wordnik API or the Wordnik servers, including without limitation making any additions or alterations to the Wordnik API or the results it returns;
(b) Sell, lease, lend, convey, redistribute or sublicense to any third party all or any portion of the Wordnik API;
(c) Use the Wordnik API for commercial uses (i.e., charging end users for access to or selling the Wordnik Data to third parties as a separate service);
(d) Modify or replace the text, images, or other content of the Wordnik search results including without limitation altering any attributions associated with the content;
(e) Cache, record, pre-fetch or otherwise make or store local copies of the Wordnik content or Wordnik Data, including without limitation making calls for the purpose of creating, or actually creating, an independent store of the Wordnik Data. Notwithstanding the foregoing You may employ session-based caching (i.e., transient processing) of Wordnik Data as formatted for end user display (i.e., no caching of raw responses) solely for the purpose of displaying the Wordnik Data on Your Site in accordance with this Agreement;
(f) Share access keys or provide direct access to the Wordnik API to end users or proxy requests for others;
(g) Modify or delete any proprietary notices affiliated with the APIs or other materials Wordnik may provide You;
(h) Use the Wordnik API, Wordnik Data or Wordnik Marks in any way, or to make available any content, that is unlawful, harmful, abusive, harassing, defamatory, libelous, invasive of another’s privacy, or harmful to minors in any way.

3. USAGES AND QUOTAS

Wordnik may in its sole discretion set a quota of operations on Your Wordnik API usage, which Wordnik may change at any time with or without notice to You. You are limited to 5,000 calls per hour. Wordnik may approve higher daily call limits with or without associated charges if You adhere to these API Terms of Use and pass a Wordnik review. You shall not attempt to circumvent automated use-quota restrictions.

4. ATTRIBUTION REQUIREMENTS

As consideration for allowing You access to the Wordnik API and Wordnik Data, You agree to adhere to the Attribution Requirements set forth at Exhibit A hereto (Attribution Requirements) and any subsequent modifications thereto. You agree that any and all modifications to the Attribution Requirements shall be effective upon the earlier of Wordnik notifying You in writing via email or 30 days after being posted. Subject to the terms and conditions of this Agreement, Wordnik hereby grants You, a non-exclusive, revocable, non-sublicensable, non-transferable license to use Wordnik’s designated trademarks and logos (“Wordnik Marks”), solely as necessary to perform the attribution requirements authorized herein during the term of this Agreement. Any rights not expressly licensed herein are reserved by Wordnik, and all use by You of Wordnik’s Marks, (including all goodwill associated therewith), shall be on behalf of and accrue to the benefit of Wordnik. Upon termination of this Agreement, You shall immediately cease to use all Wordnik Marks.

5. OWNERSHIP

As between You and Wordnik, Wordnik owns all rights, title and interest including without limitation all intellectual property rights, in and to, the (i) APIs, and all elements, components, and executables of the APIs; (ii) the Wordnik Data and all content available from the APIs, (iii) the Wordnik websites; and (iv) the Wordnik Marks (collectively the “Wordnik Materials”). Except for the express licenses granted hereunder, Wordnik does not grant you any right, title or interest in the Wordnik Materials. You agree to take such actions, including, without limitation, execution of affidavits or other documents, as Wordnik may reasonably request to effect, perfect or confirm Wordnik’s rights to the Wordnik Materials.

6. PARTNER NAME AND LOGO

You grant us a non-exclusive license during the term of this Agreement to use Your name and Your logo if You provide it to Wordnik on Wordnik’s partner pages, press releases and other relevant material.

7. WARRANTIES; DISCLAIMER

7.1 Your Warranty. You represent and warrant that (a) You have the power, capacity and authority to enter into and perform this Agreement and that this Agreement does not violate or conflict with any agreement to which You are a party, (b) You will comply with all applicable laws, rules, regulations, Wordnik policies, materials and guidelines provided to You by Wordnik in Your performance of this Agreement, and (c) that Your interface with the Wordnik APIs and use of the Wordnik Data will not infringe any intellectual property rights of any third party.
7.2. WARRANTY DISCLAIMER. Wordnik does not make any warranty regarding the Wordnik APIs, including but not limited to their performance, functionality, quality or availability. WORDNIK EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND RELATING TO THE SUBJECT OF THIS AGREEMENT AND ANY CONTENT OR MATERIALS PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION THE WORDNIK APIs, WORDNIK DATA AND WORDNIK SITE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AVAILABILITY AND TITLE. IN ADDITION, WORDNIK MAKES NO REPRESENTATION THAT THE OPERATION OF ITS SITES OR THE WORDNIK API WILL BE UNINTERRUPTED OR ERROR-FREE, AND SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. ALL MATERIALS ARE PROVIDED “AS IS” WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY AND RESULTS IS WITH YOU. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED ON ANY ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY WORDNIK OR ANY OF ITS AGENTS OR EMPLOYEES.

8. INDEMNITY

You will defend, indemnify, and hold harmless Wordnik, and its respective affiliates, directors, employees, agents, successors and assigns from all claims, actions, losses, liability, damages, costs, and expenses (including reasonable attorney’s fees and expenses) (collectively “Claims”) arising from any breach of any of the representations and warranties set forth in Section 7. Wordnik will provide You with written notice of any Claim.

9. LIMITATION ON DAMAGES

IN NO EVENT SHALL WORDNIK OR ITS OFFICERS, DIRECTORS, AGENTS, AFFILIATES, EMPLOYEES, PARTNERS, ADVERTISERS OR DATA PROVIDERS BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, DOWNTIME, LOST PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND THAT IN ITS ABSENCE THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

10. TERMINATION

10.1 Termination; Suspension. Wordnik may change, discontinue or terminate the Wordnik API and suspend Your use of the Wordnik API, Wordnik Data, and/or Wordnik Marks at any time for any reason and without notice. You may also terminate by ceasing to use the Wordnik APIs, Wordnik Data and Wordnik Marks and by complying with the terms of Section 10.2 below.
10.2. Effect of Termination. Upon termination or expiration of this Agreement for any reason, You will immediately cease all access, use, display, and performance of the Wordnik APIs, Wordnik Data, Wordnik Confidential Information and any other materials or documentation provided by Wordnik, and will return or destroy all remaining electronic and tangible copies of the APIs, Wordnik Data, Wordnik Confidential Information and any materials or documentation. The following Sections of these terms shall survive termination or expiration of this Agreement: 2 (“Prohibitions”), 5 (“Ownership”), 7.3 (“Warranty Disclaimer”), 8 (“Indemnity”), 9 (“Limitation on Damages”), 10.3 (“Effect of Termination”), and 11 (“General Provisions”).

11. GENERAL PROVISIONS

11.1. Governing Law. This Agreement shall be construed in accordance with the laws of the State of California, without regard to its conflicts of laws principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in California and the parties hereto irrevocably consent to the personal jurisdiction and venue therein.
11.2. Severability. If any term or provision of this Agreement is held to be invalid, void, unenforceable or illegal by a court of competent jurisdiction, 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 consistent with the original intent of the parties.
11.3. Notice. Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms of Service, will be in writing and given: (i) by Wordnik via email (in each case to the address that you provide) or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
11.4. Assignment. You may not assign this Agreement, in whole or in part, to any third party. Wordnik may assign this Agreement in whole or in part at any time without notice to You. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their permitted assigns.
11.5. Entire Agreement and Waiver. This Agreement contains entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties. Any waiver by Wordnik of any default or breach of any term or condition of this Agreement, whether such waiver be direct or implied, shall not be construed to be a continuing waiver, or a waiver of or consent to any subsequent default or breach, on the part of Wordnik of the same or of any other condition of this Agreement.
11.6. Force Majeure. Any delay in Wordnik’s performance of its duties or obligations will not be considered a breach of this Agreement if such delay or failure is caused, in whole or in part, by an act of God, labor dispute, shortage of materials, fire, explosion, earthquake, flood, act of war, riot or any other events, occurrences, or causes beyond the control of Wordnik.
11.7. Relationship of Parties. You and Wordnik are independent contractors under this Agreement and nothing herein will be construed to create a partnership, joint venture, or agency relationship between us. Neither party has authority to enter into agreements of any kind on behalf of the other.
11.8. No Third Party Beneficiary. You and Wordnik agree that the duties, obligations, and terms and conditions of this Agreement are provided for the sole benefit of the parties hereto and are not rendered for the benefit of any other individual or entity. The parties do not wish to create any third party beneficiaries hereunder.

ATTACHMENT A

WORDNIK ATTRIBUTION REQUIREMENTS

These Attribution Requirements are incorporated into the Wordnik API Terms of Service Agreement between You and Wordnik (the “Agreement”). Please read the Attribution Requirements and Agreement carefully. By entering into the Agreement, You agree to be bound by the terms and conditions contained in these Attribution Requirements and the Agreement.

1. No Changes to Attributions. You may not, nor shall you allow anyone else to, remove or alter any attributions, copyright notices, other means of identification, or disclaimers as they appear in the Wordnik Data. All dictionary text must be attributed using the unaltered metadata text delivered with the definitions. (e.g., The American Heritage Dictionary of the English Language, copyright © 2008, 2000 by Houghton Mifflin Harcourt Publishing Company.)
2. Wordnik Attributions. If Wordnik Data is served from Your Site pursuant to this Agreement, You shall:
Accompany all Wordnik Data with an approved "Powered by Wordnik" Logo and a link directly to www.wordnik.com/word/[specific word]. Any of the "Powered by Wordnik" logos found at this link: http://www.wordnik.com/media-kit are acceptable. The logo may be used as the anchor for the link. Logos cannot be resized or edited in any fashion without permission. If Wordnik Data is used in alternative media formats, equivalent attribution must be given to Wordnik. Prior written consent from Wordnik is required to use Wordnik Data without attribution.

Questions? Comments? Suggestions? Please email us at apiteam@wordnik.com.

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