You understand that your use of the APIs and API Data shall be limited to (i) accessing, using and make calls to the APIs to develop and implement within your Applications and systems and (ii) allowing your customers to use such Applications to make calls to the APIs, integrate the APIs and access API Data (“Permitted Use”).
“Applications” means any web services or other software services or applications developed by You that interact with the APIs.
You warrant that You have the capacity and authority to enter into these Terms and understand that by using the APIs and API Data, You accept the provisions contained in these Terms.
RSC reserves the right to amend these Terms from time to time to reflect changes in RSC’s business needs.
RSC will notify you of any changes prior to them taking place.
You acknowledge that you have read and understood these terms. By using the APIs or the API Data, You agree to be bound by these Terms.
1. Account and Registration
1.1. You are only permitted to create one account in your own name. You may not create multiple accounts or use the information of anyone else in order to create an account.
1.2. You shall provide RSC with true and correct contact information and shall update such information as necessary to ensure that RSC always has current information for You in connection with your account. Once You have successfully registered You shall be able to gain access to an API licence key(s) relating to the chosen APIs.
1.3. Your account and API licence key(s) are your responsibility.
1.4. You agree to keep such account information and API licence key(s) information confidential and secure.
2. Subscription Terms and Payment
2.1. On initial registration, unless otherwise specified, your default subscription package (“Subscription Package”) shall be set at the “Limited Trial”. When new Subscription Packages are rolled out, You may choose to upgrade your Subscription Package through your online account. You agree to pay to RSC the relevant fees (“Subscription Fees”) for your level of subscription (“Subscription Package”) in relation to the Licence (as defined in clause 4.1). Should a Subscription Packages have an associated Subscription Fee, our standard packages and tariff(s) will be displayed on a Packages and Pricing page within the developer portal (http://developer.rsc.org).
2.2. Subscription Packages may be for commercial use (“Commercial Subscription Package”) or for private and non-commercial use (“Non-Commercial Subscription Package”).
2.3. Subscription Fees (if applicable) are payable via direct debit from the Commencement Date (as defined in 3.1 below) and thereafter on a rolling monthly basis.
2.4. If You fail to pay the Subscription Fees by the due date, RSC may at its sole discretion choose to suspend your Licence until the outstanding Subscription Fees are paid in full (including any interest as set out in clause 2.5).
2.5. Failure to pay Subscription Fees in accordance with clause 2.3 shall incur interest at a rate of 4% above the Bank of England's base rate.
3. Term and Renewal
3.1. Your Subscription Package and Licence shall commence on the date You register for an account and (if applicable) make the first payment of Subscription Fees (“Commencement Date”).
3.2. Unless terminated in accordance with these Terms, your Licence shall continue for the period outlined in your Subscription Package from the Commencement Date (the “Term”) and shall automatically renew at the end of the Term unless either party terminates the Licence or cancels the Subscription Package.
4. Grant of Licence
4.1. Subject to your compliance with these Terms (including but not limited to payment of the relevant Subscription Fees) RSC hereby grants to You a revocable, non-exclusive, non-transferable, non-sublicensable worldwide licence for the Term solely for the Permitted Use (the “Licence”).
4.2. You shall ensure that any of your authorised users abide by the obligations and restrictions set out in these Terms as if they were a party to these Terms. For the avoidance of doubt, breach of these Terms by one of your authorised users shall be deemed to be a breach by You and You shall remain liable and responsible.
5. Licence Restrictions
5.1. The Licence granted to You pursuant to clause 4.1 above is subject to the restrictions set out in this clause 5.
5.2. You agree that the Licence does not allow and You will not:
a) change, modify or otherwise alter the APIs or the API Data in any manner or modify their link structure;
b) reverse engineer, decompile or otherwise attempt to extract the source code of the APIs or any part thereof, unless doing so is expressly permitted or required by applicable laws;
c) allow direct or indirect access to the stand-alone APIs or resell, sublicence or redistribute the stand-alone APIs or the API Data to any third party;
d) delete, remove, or otherwise modify any API Data or RSC Mark(s) (as defined in clause 8.1) that may or may not be included in the APIs, or in any way prevent them from appearing with the APIs as made available by RSC;
e) display API Data or the RSC Mark(s) in any manner that suggests or implies an endorsement or sponsorship by RSC or that a reasonable person could infer that content other than the API Data is approved by or is otherwise associated with RSC;
f) use the APIs or the API Data in a way that impacts the stability of Google Edge or any RSC server, impacts the use of the APIs by others, or to interfere or disrupt products or services of RSC;
g) use the APIs or the API Data in a manner that is not consistent with RSC’s policies in existence from time to time (including those specified in clause 13.5).
5.3. Your use of the APIs and API Data shall not be used to target current or potential customers of RSC or to offer products and services that may be similar to those offered by RSC.
5.4. RSC may change the APIs at any time and for any or no reason, in its sole discretion. Where possible RSC will use reasonable endeavours to provide 3 months’ advance notice to you of such changes.
5.5. Upon request, You will provide RSC with information, access and means to evaluate your use of the APIs and the RSC Mark(s) free-of-charge in order to determine compliance with the Terms.
5.6. RSC is not responsible to You, any of your authorised users, or any third party or entity in connection with any use of the Licence which breaches the restrictions in clauses 5.2 or 5.3 or any other such unauthorised use
5.7. In addition to the restrictions in clauses 5.2 and 5.3 above, the use of the APIs or the API Data in Non-Commercial Subscription Packages: a) must not be used for any commercial purpose; and
b) You shall not be permitted to disclose any API Data to any third party commercial entity.
5.8. With the exception of clause 5.2(f), any of the specific restrictions contained in clauses 5.2 and 5.3 in relation to the use of the APIs or the API Data may be waived in Commercial Subscription Packages by obtaining prior written consent from RSC.
6. Your Obligations
6.1. You are solely responsible for your and any authorised users’ use of the APIs and API Data and RSC shall have no liability or obligations to You or to any third parties or authorised users with respect to the same (including support obligations).
6.2. You shall keep the Applications secure and You are not permitted to (and shall be responsible for ensuring that your authorised users do not) use the APIs in any manner that may, does or could potentially undermine the security or integrity of the APIs or Google Edge.
6.3. You warrant that your use of the APIs and API Data does not and will not infringe the intellectual property or other rights of any third parties. You further warrant that You will not introduce any viruses, worms, malware or any other harmful scripts or code into Google Edge or any RSC server whether deliberately or not.
6.4. RSC reserves the right to suspend or terminate access to the APIs without prior notice in the event that You are suspected of violating these Terms.
7. RSC’s Obligations
7.1. RSC warrants to You that it has full power to enter into these Terms and that so far as it is aware the APIs and API Data do not violate or infringe any existing copyright, licence or third-party rights.
7.2. RSC shall use reasonable endeavours to ensure that the API data is accurate and error-free, but RSC accepts no liability for the content in or output of any Applications making use of Google Edge or any consequences of use thereof.
7.3. RSC shall make reasonable efforts to give at least ten (10) working days' prior notice of all planned material changes or modifications or new releases affecting access to the APIs provided under these Terms by email.
7.4. You acknowledge that there shall be reasonable periods of planned and in some instances, unplanned/ emergency downtime or maintenance. Notwithstanding that, RSC will use reasonable efforts to ensure the API Data are available through the APIs to You 24 hours a day, 7 days a week.
8. Intellectual Property Rights
8.1. You acknowledge and agree that, as between RSC and You, RSC is the sole owner of all right, title and interest in and to the APIs, (excluding any public domain data provided through the API) the API Data and any RSC trade mark(s) (“RSC Mark(s)”). RSC reserves all right, title and interest in and to the APIs, the API Data (excluding any public domain data provided through the API), and any RSC Mark(s), including, without limitation, any and all worldwide copyright, patent, trademark, trade secret and other intellectual property rights therein, and, except for the rights and licences expressly granted hereunder. Neither these Terms nor RSC’s performance of its obligations hereunder shall be construed as conferring upon You any right or licence in or to the APIs, the API Data, or the RSC Mark(s), by implication, estoppel or otherwise.
8.2. All uses of the RSC Mark(s) will inure solely to the benefit of RSC. You disclaim any right, title or interest in or to the RSC Mark(s). You agree that You will not contest or impair the rights of RSC in and to the RSC Mark(s).
8.3. Other than as may be specifically set out in these Terms, no intellectual property rights of any type in the RSC Mark(s), the APIs, the API Data or in any content made available through the APIs shall transfer to You.
8.4. Subject to clauses 8.1 and 8.3, the results of any work or Applications or other derivative works You create arising out of your use of the APIs and API Data shall belong to You. You grant RSC a non-exclusive, worldwide, perpetual, royalty-free licence to use any intellectual property rights in the Applications or derivative works for any purpose relating to the APIs.
8.5. You shall ensure that You attribute RSC’s APIs and API Data at all times and shall: a) keep copyright notices intact; provide the name of the original author (or other attribution party, when provided); b) provide the full title of the work if supplied; c) include the URL associated with the work (if it refers to the copyright notice and licensing information); and d) where an adaptation is created (when permitted by this License), include a credit stating that the work has been used in the adaptation.
9.1. You agree to keep strictly confidential and not to disclose RSC Confidential Information without RSC's prior written consent. "RSC Confidential Information" includes without limitation:
a) all RSC software, technology, programming, technical specifications, materials, guidelines and documentation that You learn, develop or obtain that relates to Google Edge, the APIs or the API Data;
b) click-through rates or other statistics relating to Google Edge or the APIs provided to You by RSC;
c) any API Data not in the public domain;
d) any other information designated in writing by RSC as "confidential" or any designation to the same effect or which You should reasonably consider to be confidential; and
e) all information which comes into your possession as a result of the Licence specified herein that in any way relates to the business of RSC.
9.2. "RSC Confidential Information" does not include information that has become publicly known through no breach by You, or information that has been
a) independently developed without access to RSC Confidential Information as evidenced in writing;
b) rightfully received by You from a third party; or
c) required to be disclosed by law or by a governmental authority.
9.3. RSC may retain server logs from Google Edge accessed on RSC servers which contain details about your access information including without limitation date and time of access, details of the secure authentication employed, calls made the APIs and specific information downloaded or accessed from Google Edge. This access information may be used by RSC and its agents for support purposes and market insight and analysis only. RSC shall use its best endeavours to keep confidential from third parties this access information. In the case that RSC assigns its rights under these Terms to a third party, RSC shall notify You as soon as reasonably practicable.
10.1. The use of personal information is governed by our Privacy Statement available at http://www.rsc.org/help-legal/legal/privacy/. Any data or information collected in connection with your use of the Licence (e.g. location data, IP addresses, etc.) shall either be personal data or be considered the property of RSC.
10.2. “Data Subject”, “Processor”, “Processing” and “Personal Data” have the meaning set out in the Data Protection Act 1998, or, from the date it comes into force in the UK, the General Data Protection Regulation (EU) 2016/679 (as applicable) and any other laws relating to the protection of personal data and the privacy of individuals (“Data Protection Legislation”) in relation to data that are Processed under these Terms.
10.3. If RSC processes any personal data on your behalf You shall be the data controller and the RSC shall be a data processor and in any such case:
a) You acknowledge and agree that the Personal Data may be transferred or stored outside the EEA or the country where You are located in order to use the APIs and carry out RSC’s other obligations under these Terms;
b) You shall ensure that You are entitled to transfer the relevant personal data to RSC so that RSC may lawfully use, process and transfer the personal data in accordance with these Terms on your behalf;
c) You shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
d) RSC shall process the personal data only in accordance with these Terms and any lawful instructions reasonably given by You from time to time; and
e) Both RSC and You shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
10.4. Both RSC and You shall comply with the requirements of Data Protection Legislation.
11. Liability and Indemnification
11.1. You agree to defend, indemnify and hold harmless RSC and its parents, affiliates, directors, shareholders, representatives, employees and agents (“Affiliates”) from and against any and all claims, demands, liabilities, actions or suits asserted by a third party, and all costs, liabilities, judgments, expenses and damages, including reasonable lawyers’ fees (“Losses”) suffered, sustained, incurred or paid in connection therewith, arising out of, resulting from or related to:
a) your access to or use of the APIs and/or the API Data, including, without limitation, any claim that your use infringes any proprietary, intellectual property or personal right of any third party;
b) any breach by You of these Terms;
c) any negligence of the You arising in connection with these Terms; or
d) any violation by You of any applicable laws, rules, regulations or statutes.
11.2. Your obligations under this paragraph shall survive termination of the Terms.
11.3. RSC shall not be liable for any consequential, direct, or indirect loss or damage of any nature whatsoever alleged to be caused by the content of Google Edge, the APIs, API Data or the Applications.
11.4. The liability of RSC in relation to this Licence (including under any indemnity) shall in no event exceed the total Subscription Fees paid by You in any one year.
11.5. Nothing in these Terms shall prevent either party being liable for: a) death or personal injury caused by its negligence or that of its employees, servants or agents; b) fraud or fraudulent misrepresentation; or c) any liability that cannot lawfully be excluded or limited.
11.6. Notwithstanding anything to the contrary, RSC nor any of its affiliates, suppliers, directors, officers, employees and agents, shall not be liable for any indirect, special consequential or incidental damages (including without limitation damages for loss of use of facilities or equipment, loss of revenue, loss of business, loss of data or information, loss of profits or loss of goodwill) regardless of whether You have been informed of the possibility of such damages, or is negligent.
12. Technical Support
12.1. RSC has no obligation to provide You or any third party or authorised user with technical support unless otherwise agreed to in writing by RSC.
13. Cancellation of Subscription Package and Termination
13.1. You may cancel your Subscription Package at any time, which in turn will terminate your Licence.
13.2. In order to cancel your Subscription Package, You should contact us at firstname.lastname@example.org.
13.3. If either party fails to observe or perform any one or more of its obligations hereunder, either party may request the other by notice in writing specifying the default to remedy the default (if remediable) within thirty (30) days of notice, and if such remedy has not been completed within the said thirty (30) day period, or if no remedy is possible, the non-breaching party may terminate the Licence and these Terms.
13.4. RSC may terminate this Agreement if You repeatedly breach any of the Terms in such a manner as to reasonably justify in RSC’s opinion that your conduct is inconsistent with it having the intention or ability to give effect to these Terms.
13.5. RSC may terminate your Licence immediately upon written notice in the event that You fail to comply with RSC’s policies and codes relating to Privacy (clause 10), Anti Bribery, Human Rights and Acceptable Use.
13.6. RSC reserves the right to terminate the Licence by giving two (2) months' written notice to You at any time.
13.7. Either party shall have the right to terminate the Licence immediately upon notice to the other if:
a) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party
b) the other (being an individual) is the subject of a bankruptcy petition, application or order;
c) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company); or
d) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.7.
13.8. Termination of the Licence for whatever reason shall be without prejudice to the right of the parties to claim damages for any previous breach. Waiver of any previous breach by either party shall not prevent subsequent enforcement of these Terms by either party.
14. Consequences of Termination
14.1. Termination shall not affect:
a) any accrued rights and obligations at the date of termination; and
b) the continued existence and validity of the rights and obligations of the parties under those clauses which are expressed to survive termination and any provisions of these Terms necessary for the interpretation or enforcement of these Terms.
14.2. On termination or cancellation of the Subscription Package:
a) all sums (including any Subscription Fees) owed by You shall become immediately due and payable;
b) the Licence shall immediately terminate and accordingly You shall immediately discontinue any use of Google Edge, the APIs, the API Data, the Applications and the RSC Mark(s); and
c) You shall remove any API Data obtained in connection with APIs from all networks and/or storage media, hard drives, etc. and delete all information in your control or possession related to the APIs and API Data and to pay all Subscription Fees hereunder.
15. Additional Terms and Conditions
15.1. Force majeure
Neither party shall be responsible for any failure or delay in the performance of their obligations under these Terms because of circumstances beyond its reasonable control.
15.2. No Warranties
Unless otherwise set out in these Terms and to the extent permitted by law, RSC provides the APIs, the API Data and any RSC Confidential Information on an “as is” basis and accordingly makes no express or implied warranty or representation concerning the APIs, the API Data and RSC Confidential Information, or its accuracy or completeness.
Neither the Terms nor any rights or obligations hereunder may be assigned by You without the express written consent of RSC and written acceptance of the Terms by the assignee.
RSC has the right to update or change the Terms at any time. RSC shall use reasonable endeavours to notify You of any updates. The most current version of the Terms shall supersede and replace all prior versions of the Terms. By continuing to use the APIs, You agree to be bound by any and all changes to the Terms. If You choose not to agree, You must immediately discontinue your use of the APIs.
If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
15.6. No rights of third parties
No rights of third parties These Terms do give rise to any rights under the Contracts (Rights of Third Parties) Act 1999.
15.7. Entire Agreement
a) These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
b) You agree that You shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. You agree that You shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
15.8. No partnership
Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
Any notice or request under these Terms shall be sufficiently given or made by posting the same in a registered letter and addressed to a party at the address set forth above or at any other address as one party may specify by notice to the other, and shall be deemed to be effective two (2) working days later.
No failure or delay by RSC to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
15.11. Choice of Law
These Terms shall be construed and governed by the laws of England irrespective of the place of its physical execution, and both parties hereby submit to the exclusive jurisdiction of the English courts.