

                   Semantic Scholar Dataset License Agreement

                              Non-Commercial Use

THIS ONLINE DATASET LICENSE AGREEMENT ("AGREEMENT") IS BY AND BETWEEN THE ALLEN INSTITUTE
FOR ARTIFICIAL INTELLIGENCE, LOCATED AT 2157 NORTH NORTHLAKE WAY, SUITE 110, SEATTLE WA 98103
("AI2" OR "US") AND THE INDIVIDUAL OR LEGAL ENTITY ("CUSTOMER" OR "YOU") WHO IS USING THE
APPLICABLE DATA MADE AVAILABLE BY AI2 ("DATA") AND GOVERNS ALL USE BY YOU OF THE DATA.

BY ACCESSING THE DATA, YOU EXPRESSLY ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE
AN INDIVIDUAL 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 "CUSTOMER" WILL REFER HEREI
TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS OF THIS
AGREEMENT, YOU MUST NOT EXECUTE THE ORDER FORM AND YOU ARE NOT GRANTED PERMISSION TO ACCESS OR
OTHERWISE USE THE DATA.

BY CLICKING THE "I ACCEPT" BUTTON OR BY ACCESSING, DOWNLOADING OR OTHERWISE USING THE DATA, YOU
SIGNIFY YOUR AGREEMENT TO AND ACCEPTANCE OF THIS AGREEMENT AND ACKNOWLEDGE THAT YOU HAVE READ,
UNDERSTAND AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE AN INDIVIDUAL ACTING ON BEHALF OF
ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT O
BEHALF OF THAT ENTITY AND TO LEGALLY BIND THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU
ARE SOLELY RESPONSIBLE FOR ALL ACTS AND OMISSIONS RELATING TO YOUR USE OF THE PRODUCT. IF YOU
DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU ARE NOT PERMITTED TO, AND YOU MUST NOT ACCESS,
DOWNLOAD OR OTHERWISE USE THE DATA.

This Agreement, including all referenced documents located at the URLs listed below is effective
as of the date You download the Data.

1) Definitions.  Capitalized terms used herein have the following definitions

      a) "Data" means any journals, articles, metadata, abstracts, pdfs and full-texts and
      any other content types provided to You by AI2.

      b) "DOI" means a Digital Object Identifier which is a unique universal identifier
      associated with a paper, journal or author.


2) License Grant.  Effective as of the Effective Date, AI2 grants to You a worldwide,
perpetual, non-exclusive, non-transferable, non-sublicensable license to use and make derivatives
of the Data only for Your non-commercial, internal operation and use and subject to the further
provisions below.

3) Restrictions. The foregoing License is limited.  You 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 You do not comply with the
License terms or the foregoing restrictions, AI2 may terminate this Agreement immediately. Further,
any and all commercial use of the Data is strictly prohibited. Prohibited commercial use includes,
but is not limited to, selling, leasing, or licensing the Data for monetary or other commercial
gain, using the Data in connection with business functions or operations, or embedding or installing
the Data into products for Your own commercial gain or for the commercial gain of third parties.
If you are uncertain as to whether your contemplated use of the Data is permissible, do not use
this Data 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.   You agree and
acknowledge that any feedback, suggestions, ideas, comments, improvements or other input ("Feedback")
about the Data provided by You to AI is voluntarily given, and AI 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 You
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 this Agreement.  EXCEPT FOR THE LIMITED WARRANTY IN THIS SECTION, THE DATA IS
PROVIDED "AS IS", WITHOUT ANY WARRANTIES OF ANY KIND.  AI2 DISCLAIMS ANY AND ALL WARRANTIES,
EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, AND/OR
FITNESS FOR A PARTICULAR PURPOSE.

6) Indemnification.

    a) Indemnification by AI2.  AI2 will indemnify You in respect of any third party claims, proceedings,
    costs or damages, including actual attorneys' fees and court costs and expenses in any such third
    party action, proceeding or case, and agreed settlements (i)  to the extent that Your authorized
    use of the Data infringes any patent, or any copyright, trademark or other proprietary right of
    such third party.  If any settlement requires a non-monetary obligation of an indemnified party
    (other than ceasing use of the Data), then such settlement will require AI2's prior written consent,
    which consent will not be unreasonably withheld.

    b) Exclusions.  AI2 will have no liability for any infringement claim to the extent based on Your
    use of the Data other than in accordance with this Agreement.

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 EVENT WILL EITHER PARTY, ITS AFFILIATES, LICENSORS, OR
    THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE TO THE OTHER
    PARTY 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 RELATING TO 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 FOR DIRECT
    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 to damages 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, and
international laws and regulations with respect to AI2's license and Your 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
    waiver of future enforcement of that or any other provision. All waivers must be in writing
    and signed by both parties.

    c) All notices permitted or required under this Agreement will be in writing and will be delivered
    in person, by confirmed facsimile, overnight courier service or mailed by first class, registered
    or certified 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 the
    Parties, the terms of this Agreement will apply and will take precedence.
