PAN MACMILLAN EXTRACTS API
- 1. Definitions
- 1.1.“Attribution Requirements” means those attribution requirements set out in clause 5;
- 1.2.“Developer Application” means the software application or website, that is owned and operated by You and that has been registered with Us for use with the Pan Macmillan Extracts API;
- 1.3. “Intellectual Property Rights” means patents, trademarks, know-how, get-up, rights in trade secrets and confidential information, logos, moral rights, service marks, design rights (whether registrable or not), applications for any of the above rights, copyright, database rights, trade or business names or other similar rights or obligations, whether registrable or not in any country;
- 1.5.“Pan Macmillan Extracts ” means book extracts, book titles, author names, front covers, and any text, graphics and other content owned or licensed by Us that can be accessed and retrieved through the Pan Macmillan Extracts API;
- 1.6.“Pan Macmillan Marks” means any of Our logos or trademarks that are provided or delivered with the Pan Macmillan Extracts or otherwise as part of the Pan Macmillan Extracts API;
- 1.7.“Pan Macmillan Materials” means the Pan Macmillan Extracts API, the Pan Macmillan Extracts and the Pan Macmillan Marks; and
- 1.8. “We” “Us” “Our” means Pan Macmillan a trading division of Macmillan Publishers International Limited a company registered in England. Its registered number is 02063302
- 2.Grant of licence
- 2.1 Subject to clause 2.2, We grant You a revocable, limited, non-commercial, non-exclusive, non-transferable, non-assignable, licence (without right of sublicense) to use the Pan Macmillan Extracts API solely for the purposes of enabling Your Developer Application to interact with and call upon the Pan Macmillan Extracts API to retrieve the Pan Macmillan Extracts and display the Pan Macmillan Extracts and Pan Macmillan Marks to end users of Your Developer Application within or from the Developer Application for non-commercial and informational purposes.
- 2.2 The licence granted under clause 2.1 is subject to:
- 2.2.1. Your Developer Application being approved by Us before you use the Pan Macmillan Extracts API;
- 2.2.2. Your compliance with the Attribution Requirements
- 2.2.4. any additional terms and conditions notified to You from time to time.
- 2.3. The licence granted under clause 2.1 is on a “royalty free” basis.
- 2.5 We may limit the number of API calls You are permitted to make during any given period. We will determine call limits based on various factors, including the ways Your Developer Application may be used or the anticipated volume of use associated with Your Developer Application. If You exceed the call limits established by US, We reserve the right to terminate Your access to the Pan Macmillan Extracts API.
- 3. INTELLECTUAL PROPERTY RIGHTS
- 3.2. Whilst You make use of the Pan Macmillan Extracts API You grant us a non-exclusive license to use Your name and Your logo on Our partner pages, press releases, marketing and any other promotional material relating to the Pan Macmillan Extracts API in all media.
- 4. RESTRICTIONS
- 4.1. You shall display the Pan Macmillan Extracts and Pan Macmillan Marks in the exact same form as delivered by the Pan Macmillan Extracts API or otherwise by Us, and You shall not delete, edit, modify, alter, truncate, adapt, filter, reorder, or add to the Pan Macmillan Extracts or Pan Macmillan Marks in any manner.
- 4.2. You shall not:
- 4.2.1 Interfere or attempt to interfere in any manner with the workings of the Pan Macmillan Extracts API including, without limitation, making any additions or alterations to the Pan Macmillan Extracts API or the results it returns;
- 4.2.2. Decompile, disassemble, reverse engineer or otherwise attempt to derive, reconstruct, identify or discover any source code, underlying ideas, or algorithms, of the Pan Macmillan Extracts API by any means;
- 4.2.3. Submit a call other than through the Developer Application nor allow Your end users to access the Pan Macmillan Extracts API other than via the Developer Application;
- 4.2.4. Sell, lease, license, sublicense, distribute, assign, transfer or otherwise grant any rights in the Pan Macmillan Materials in whole or in part;
- 4.2.5. Share Your access key for the Pan Macmillan Extracts API with any third party;
- 4.2.6. Use the Pan Macmillan Extracts API for commercial uses or allow any of Your end users to use the Pan Macmillan Extracts or Pan Macmillan Extracts API for commercial use; or
- 4.3. You warrant and represent that the Developer Application will not be inappropriate. Without limitation, the Developer Application will be considered inappropriate if it contains any content or material which is or could in Our opinion be considered to be:
- 4.3.1. defamatory, plagiarised, abusive, malicious, threatening, false, misleading, offensive, insulting, discriminatory, profane, harassing, racist, sexist, indecent, obscene, pornographic or hateful;
- 4.3.2. in breach of confidentiality or another person’s privacy or otherwise unlawful;
- 4.3.3. prejudicial to any active legal proceedings of which You are aware;
- 4.3.4. in infringement of any Intellectual Property Rights proprietary to us or any other third party; or
- 4.3.5. technically harmful (including without limitation computer viruses, logic bombs, trojan horses, worms, harmful components, corrupted data or other malicious software, harmful data or conduct).
- 5. ATTRIBUTION REQUIREMENTS
- 5.1. 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 Pan Macmillan Materials.
- 5.2. Regardless of media format in which it is delivered, unless agreed otherwise with Us in writing, all Pan Macmillan Extracts You cause to be displayed in the Developer Application must be accompanied with the relevant Pan Macmillan Mark as included with the Pan Macmillan Extract.
- 5.3. For the avoidance of doubt, the Pan Macmillan Mark cannot be resized or edited in any fashion without Our written permission.
- 6. ACCESS
- 6.1. We may terminate or suspend Your access to the Pan Macmillan Extracts API with or without prior notice at any time for any reason.
- 6.2. We may terminate or suspend Your access to the any individual Pan Macmillan Extract with or without prior notice at any time for any reason.
- 6.3. You may also terminate Your use of the Pan Macmillan Extracts API by giving us prior notice and ceasing to use the Pan Macmillan Extracts API and Pan Macmillan Materials and by complying with the terms of clause 6.3 below.
- 6.4. Upon termination of Your use of the Pan Macmillan Extracts API for any reason, You will cease using the Pan Macmillan Materials and will delete or destroy all remaining electronic and tangible copies of the Pan Macmillan Materials and any materials or documentation provided by Us to You under this licence.
- 7. OUR LIABILITY
- 7.2. We make no representations or warranties with respect to the Pan Macmillan Materials. All warranties (express or implied) (including without limitation the implied warranties of satisfactory quality and fitness for purpose relating to the Pan Macmillan Materials) are hereby excluded to the fullest extent permitted by law. No representations or warranties are given as to the accuracy or completeness of the Pan Macmillan Extracts.
- To the fullest extent permitted by law, We, other members of our group of companies and third parties connected to us hereby expressly exclude any liability for:
- 7.3.1. loss of or corruption to data; or
- 7.3.2. loss of profit; or
- 7.3.3. loss of anticipated savings; or
- 7.3.4. loss of anticipated revenue; or
- 7.3.5. loss of business; or
- 7.3.6. loss of opportunity; or
- 7.3.7. adverse effect on reputation and/or goodwill; or
- 7.3.8 any indirect or consequential loss or damage save that for these purposes losses arising as a result of regulatory fines and damage to property shall to the extent arising as a natural consequence of the breach in question not be regarded as indirect or consequential.
- 7.5. Without prejudice to the generality of the exclusions of liability contained in this clause, We shall not be liable to You if You or your users cannot access the Pan Macmillan Extracts API properly or at all (wholly or partly) or if some of its features are unavailable to You due to events outside our reasonable control (which shall include without limitation the performance of any internet service provider, the performance of any internet browser or limitations of the Developer Application).
- 7.6. We shall have no liability to You for any loss or inconvenience suffered due to the unavailability or withdrawal of any Pan Macmillan Extracts.
- 7.7. Whilst We monitor the Pan Macmillan Extracts API with a view to locating and fixing defects, You acknowledge and agree that We cannot guarantee that the Pan Macmillan Extracts API will be error free, be available at all times and/or be free from viruses and defects.
- 8. SEVERANCE
- 9. NO PARTNERSHIP
- 10. VARIATION
- 11. Jurisdiction and applicable law