Terms of Use for Author Resolver API

The ProQuest Author Resolver application programming interface service ("Author Resolver API") is a proprietary service of ProQuest LLC (“ProQuest”), a Delaware limited company, through its business unit COS (“COS”). Your signature below and your use of Author Resolver API constitutes your agreement to be bound by the following terms and conditions (the "Terms of Use"). The words “you” and “your” refer to you personally if you are an individual and also to your organization, if applicable.

1. Author Resolver API and Author Resolver Data

The Author Resolver API is ProQuest's service that allows approved licensees to dynamically connect to the scholar profile content contained in the ProQuest product COS Scholar Universe™ (“Scholar Universe”). “Author Resolver Data” is all data returned to you via the Author Resolver API either from Author Resolver or Scholar Universe. ProQuest may release subsequent versions of the Author Resolver API and require you to obtain and use the most recent version. New versions may not be compatible with previous implementations, although ProQuest will make commercially reasonable efforts to offer backwards compatibility.

2. License Grant

In order to use the Author Resolver API you must first complete the registration process available at www.AuthorResolver.com. If you are approved by ProQuest as a licensee for use of the Author Resolver API and issued an authorization token (“Token”), subject to these Terms of Use, ProQuest will grant you a non-sublicensable, non-transferable, non-exclusive, limited license, that includes access to use the Author Resolver API, implement the Author Resolver API on your web site(s) and application(s), and distribute Author Resolver Data only to your users for their personal use, and not for redistribution without first having written permission from ProQuest. This license is only for your personal use if you are an individual and only for your internal business use if you are an organization or agent of your organization.

The license is subject to the following restrictions:

1. All calls to the Author Resolver API must reference your Token.
2. You agree that you will provide the Author Resolver to users on an "as is" basis consistent with these Terms of Use.
3. You agree to keep your Token confidential, and not to share it with any third party. This license is specific to you, and any affiliates or third parties must seek and obtain their own license and Token. You agree to be responsible for the acts or omissions of any third party that uses the Token issued to you.
4. You may not retain any copies of the Author Resolver Data. Your license is limited to making direct server calls to the Author Resolver API for purposes of distributing Author Resolver Data to your end users on your web site(s) and/or application(s) immediately upon receipt by your servers.
5. You further agree not to otherwise reproduce, modify, distribute, decompile, disassemble or reverse engineer any portion of the Author Resolver API or any Author Resolver Data provided by ProQuest.
6. You may not use the Author Resolver API in a manner that constitutes excessive or abusive usage or otherwise fails to comply or is inconsistent with these Terms of Use as determined by ProQuest in its sole discretion.
7. Should you use the Author Resolver API in connection with or to promote any products, services, or materials, you must follow the Publicity requirements in Section 3 below.
8. You may not use the Author Resolver API in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of publicity. You agree not to use the Author Resolver API or Author Resolver Data in any way that is unlawful, or harms ProQuest, its service providers, its suppliers, your end users, or any other person.
9. You agree not to use or comingle the Author Resolver API or Author Resolver Data with another product or service that competes with Scholar Universe or Author Resolver without first obtaining ProQuest's written permission.
10. If you become aware that any user of your implementation is in material breach of these Terms of Use or your terms implementing these Terms of Use, then you agree to notify ProQuest promptly of such breach by e-mail to info@scholaruniverse.com and anthony.targan@proquest.com and to take prompt commercially reasonable corrective action at your expense to remedy such breach. In addition, ProQuest may also seek such equitable relief against your users.

3. Publicity

So long as you comply with your obligations under these Terms of Use, you may indicate that a product or service that you created interacts with the Author Resolver API and the Author Resolver Data, provided that such products or services do not in ProQuest’s reasonable opinion (1) tarnish, infringe, or dilute ProQuest's trademarks, (2) misrepresent the Author Resolver API and/or Author Resolver Data (3) violate any applicable law, and (4) infringe any third-party rights. If you wish to use ProQuest’s trademarks and/or logos in any other manner, you must first obtain ProQuest's written consent.

4. Intellectual Property; Reservation of Rights

The Author Resolver API, Author Resolver Data, and their associated branding are the property of ProQuest, and subject to the intellectual property rights of ProQuest and its licensors. © 2008 ProQuest. ProQuest specifically reserves all rights not expressly granted under these Terms of Use, and no other rights are granted under these Terms of Use by implication or estoppel or otherwise.

5. Limited Relationship

You and ProQuest are independent contractors, and nothing in these Terms of Use shall be construed as creating an employer-employee relationship, a partnership, agency or fiduciary relationship or a joint venture. While you may (subject to Section 3) publicly refer to the fact that you have implemented the Author Resolver API, you agree not make any other public statements that assert or imply any other relationship with ProQuest, unless you have ProQuest’s prior written approval. Neither the name of ProQuest nor the names of its contributors may be used to endorse or promote products derived from the Author Resolver API without specific prior written permission of ProQuest.

6. Indemnity

You agree to hold harmless and indemnify ProQuest from and against any third party claim arising from or in any way related to your or your users' use of the Author Resolver API or Author Resolver Data.

7. WARRANTY DISCLAIMER

PROQUEST MAKES NO WARRANTY OF ANY KIND, AND PROQUEST EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATED TO OR IN CONNECTION WITH THE AUTHOR RESOLVER API AND/OR AUTHOR RESOLVER DATA, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE AUTHOR RESOLVER API AND AUTHOR RESOLVER DATA ARE PROVIDED TO YOU ON AN “AS IS” AND “WHERE IS” BASIS. PROQUEST DOES NOT WARRANT THAT THE AUTHOR RESOLVER API AND/OR AUTHOR RESOLVER DATA, AS APPLICABLE, (1) WILL SATISFY YOUR REQUIREMENTS, (2) WILL BE UNINTERRUPTED, (3) ARE WITHOUT DEFECT OR ERROR, OR (4) THAT OPERATION THEREOF WILL PROVIDE ANY PARTICULAR LEVEL OF FUNCTIONALITY OR PERFORMANCE. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE AUTHOR RESOLVER API AND AUTHOR RESOLVER DATA. PROQUEST ASSUMES NO RESPONSIBILITY FOR THE PROPER INSTALLATION AND USE OF THE AUTHOR RESOLVER API, AND PROQUEST MAKES NO REPRESENTATIONS ABOUT ANY DATA ACCESSED THROUGH THE AUTHOR RESOLVER API.

8. LIMITATION OF LIABILITY

IN NO EVENT WILL PROQUEST BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE AUTHOR RESOLVER API OR AUTHOR RESOLVER DATA, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST DATA OR LOST PROFITS, UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND WHETHER OR NOT PROQUEST WAS OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGE AND REGARDLESS OF WHETHER THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL PROQUEST’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS (US$100).

9. CONFIDENTIAL INFORMATION

Under this Agreement, one party (the “Discloser”) may disclose to the other party (the “Recipient”) certain information, whether in tangible, intangible, visual or electronic form, that the Recipient knows or should know that the Discloser considers confidential and/or proprietary, whether or not the information is specifically marked as “confidential” or with any similar designation (“Confidential Information”), including, but not limited to: your Token, trade secrets; financial information; technical information, research, development, procedures, algorithms, data, designs, and know-how; business information, operations, planning and marketing interests. You acknowledge that the source code of the Author Resolver API remains the Confidential Information of ProQuest and that you are not entitled to disclose the source code of the Author Resolver API for any reason at any time. The Recipient shall not disclose or cause to be disclosed any of Discloser’s Confidential Information to any third party, except to those employees, agents, representatives, or contractors of the parties who require access to the Confidential Information to perform under this Agreement (“Authorized Personnel”) and who are bound by written agreement: not to disclose third party confidential or proprietary information disclosed to Recipient. Furthermore, the Recipient agrees to be responsible for any act and/or omission of any Authorized Personnel in breach of this Section 9. Recipient shall protect the Confidential Information of Discloser by using the same degree of care, but no less than a reasonable degree of care, that the Recipient uses to protect its own confidential information of a like nature. Confidential Information shall not include information that: (i) is or becomes publicly available through no act or omission of the Recipient; (ii) was in the Recipient’s possession without restriction on disclosure prior to the disclosure by the Discloser; (iii) is disclosed to the Recipient by a third party without restriction on discloser; (iv) is independently developed by the Recipient without access to the Discloser’s Confidential Information; or (v) is required by law to be disclosed. A breach of this Section 9 shall cause irreparable injury to the Discloser for which the Discloser shall not have an adequate remedy at law; therefore, the Discloser shall be entitled to seek equitable relief in court, including, but not limited to, temporary restraining orders or preliminary or permanent injunctions.

10. Changes

ProQuest routinely adds, changes, improves, or updates the Author Resolver API and Author Resolver Data without notice. ProQuest reserves the right to change these Terms of Use from time to time, and you are responsible for regularly reviewing these Terms of Use. Your continued use of the Author Resolver API and/or Author Resolver Data after the effective date of such changes will constitute acceptance of and agreement to any such changes.

11. Term and Termination

Term and Termination. Your license to use the Author Resolver API and Author Resolver Data shall automatically renew annually from year-to year on a calendar year basis (i.e., after the first partial year, each subsequent renewal period will start on January 1st), unless earlier terminated as provided herein.

Either party may terminate this license prior to automatic renewal upon written notice provided to the other party at least 30 days prior to the end of the current term.

ProQuest may suspend or discontinue the Author Resolver API service at any time for any reason. In such event your use of the Author Resolver API and Author Resolver Data could be suspended or terminated without notice, but ProQuest would use commercially reasonable efforts to provide advance notice to all Author Resolver API licensees if possible.

ProQuest may terminate your license immediately upon material breach of these Terms of Use by you or your users.

Upon any termination of this license, you shall immediately cease to use the Author Resolver API , and Author Resolver Data, remove implementation of the Author Resolver API and delete all copies of the Author Resolver Data and associated links and branding from your from your web site(s), application(s), and marketing materials.

12. Governing Law

This Agreement will be interpreted and enforced in accordance with the laws of the State of Michigan, without application of its conflict of law principles.

13. General

You represent that you have the authority to bind the organization (if any) identified in your application for the Author Resolver API. If any of the terms of this Agreement are found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms of this Agreement will be modified. The section titles in these Terms of Use are solely used for the convenience of the parties and have no legal or contractual significance. ProQuest may assign these Terms of Use, in whole or in part, at any time with or without notice to you. You may not assign this license without ProQuest’s prior written consent. You may not transfer, assign, or delegate your Token to any third party. ProQuest’s failure to act with respect to a breach by you or others does not constitute a waiver of its right to act with respect to subsequent or similar breaches. The intellectual property, indemnity, disclaimer of warranties, limitation of liability, and general provisions shall survive any termination of this Agreement. This Agreement (including your application) is the entire agreement between you and ProQuest and supersedes all prior or contemporaneous negotiations, discussions or agreements, written or oral, between you and ProQuest about the subject matter hereof.

IN WITNESS WHEREOF, the parties’ duly authorized representatives have caused these Terms of Use to be executed as of the last date written below.

ProQuest LLC, through its COS business unit	_______________________________________
By: __________________________________	By: __________________________________
Name: Jeff Baer	Name:__________________________________
Title: Vice President and General Manager	Title: ________________________________
Date: __________________________________	Date: _________________________________