These terms and conditions set out the terms that will apply when a publisher requests Thoth Dissemination Services (part of Thoth Obelisk, Thoth Sphinx, and Thoth Pyramid).
These terms and conditions form a legally binding agreement between (1) Thoth Open Metadata Community Interest Company, (company registration number 14549556) whose registered address is 40 Devonshire Road, Cambridge, England, CB1 2BL (‘Thoth’) and (2) the person identified as the publisher in this Statement of Work (the ‘Publisher’).
Definitions and rules of interpretation used in these terms and conditions are set out in clause 12.
The publisher’s attention is particularly drawn to clause 9 (Limit of liability).
A publisher can request a Statement of Work for Thoth Dissemination Services by emailing info@thoth.pub.
Any Statement of Work is subject to these terms and conditions, which shall apply to the exclusion of any other terms presented by the Publisher or implied by custom or course of dealing.
A Statement of Work shall expire if it is not accepted by the expiry date stated in the Statement of Work. If no expiry date is stated then the expiry date shall be 30 days from the date of the Statement of Work. Thoth may withdraw a Statement of Work by informing the Publisher in writing at any time before the Statement of Work is accepted.
A Statement of Work shall be deemed accepted when the Publisher informs Thoth in writing that the Publisher accepts it.
When the Publisher accepts the Statement of Work a contract for the provision of the Services is formed between Thoth and the Publisher, incorporating the Statement of Work and these terms and conditions (the ‘Agreement’).
Thoth warrants that:
the Services will operate materially in accordance with any description in the Statement of Work and the relevant description published by Thoth in the relevant “Thoth Services: Dissemination” section on Thoth’s official web pages at https://thoth.pub (as updated from time to time) (together the ‘Service Description’); and
Thoth shall use reasonable skill and care in providing the Services.
Thoth shall provide the Thoth Platform Service from a date within 7 days of the date of the Agreement (the ‘Commencement Date’) until termination of the Agreement. Thoth shall use reasonable endeavours to provide any other Services within the timescales stated in the Statement of Work or, if no timescales are stated in the Statement of Work, within a reasonable period.
Thoth may modify the functionality of the Services from time to time and update the relevant Services Description accordingly. Thoth shall use reasonable endeavours to ensure that such modifications do not materially reduce the functionality of the Services for Thoth’s customers in general. If the Publisher reasonably considers that such modification does materially reduce the functionality of the Services then the Publisher may terminate the Agreement in respect of the relevant Services by giving Thoth 7 day’s notice. This shall be the Publisher’s sole remedy in respect of such reduction in functionality.
The Publisher’s receipt and use of the Services shall be subject to the Publisher meeting any minimum system requirements for the Services, as set out in the relevant Service Description. Thoth may amend the minimum system requirements by updating the Service Description. clause 2.3 shall not apply to such changes.
Thoth does not warrant that Services will be free from minor errors or defects or that the Publisher’s access to them will be uninterrupted.
Thoth grants the Publisher a limited, non-exclusive, non-transferable, right to access and use the Services for the purposes set out in clause 3.2 for the duration of the Agreement. The Publisher is not entitled to grant sub-licences, except to its Authorised Users under clause 3.6.
The Publisher shall use the Services only to upload, manage, and export high quality metadata that describes and identifies professional and scholarly works.
The Publisher shall comply with all applicable law, including privacy and data protection law, when using the Services.
The Publisher shall not use the Services to store, distribute or transmit any Viruses, or any material that is unlawful, defamatory or infringes the rights of a third party.
Thoth reserves the right, without liability to the Publisher, to remove from the Thoth Platform and refuse to provide the Services in respect of any material at its absolute discretion.
The Publisher may permit its staff (including volunteers) to use the Services on the Publisher’s behalf (‘Authorised Users’). The Publisher shall ensure that its Authorised Users comply with these terms and conditions when using the Services, and shall be responsible for the acts and omissions of the Authorised Users as though they were the Publisher’s own.
The Publisher acknowledges and agrees that Thoth and/or its licensors own all Intellectual Property Rights in the Services and the Thoth Platform. The metadata records made available via the Thoth Platform are made available under a CC0 1.0 Universal public domain dedication. Except as expressly stated in these terms and conditions Thoth does not grant or assign to the Publisher any Intellectual Property Rights in the Services or the Thoth Platform under the Agreement.
If the Services include Thoth creating any metadata about the Publisher’s publications for the Publisher to be uploaded to the Thoth Platform then Thoth assigns its Intellectual Property Rights in that created metadata to the Publisher.
Subject to the Publisher complying with clause 4.2, Thoth warrants that the Publisher’s use in accordance with the Agreement of the Services and any metadata created by Thoth or other materials supplied by Thoth in the course of the Services shall not infringe the Intellectual Property Rights of any third party.
The Publisher or its licensors shall retain the Intellectual Property Rights in the Publisher’s Metadata and Publisher’s Materials, subject to this clause 4.
The Publisher shall ensure at all times that the Publisher has the necessary rights to:
upload and otherwise use the metadata about the Publisher’s publications supplied to Thoth by the Publisher or its Authorised Users;
supply any other materials that the Publisher supplies to enable Thoth to provide the Services (the ‘Publisher’s Materials’); and
grant the rights set out in this clause 4.
Publisher’s Metadata: The Publisher grants to Thoth a royalty-free, non-exclusive, perpetual and irrevocable licence to copy, modify, create derivative works from, or otherwise use the Publisher’s Metadata in all territories worldwide, in any current or future medium and in any number of copies, for any purpose whatsoever. The licence granted to Thoth includes rights:
to make the Publisher’s Metadata available to the public or otherwise distribute it;
to apply the terms of CC0 1.0 Universal public domain dedication (as published at https://creativecommons.org/publicdomain/zero/1.0/ ), or any updated version published at creativecommons.org (together the ‘CC0’) to the Publisher’s Metadata on behalf of the Publisher;
to grant sub-licences of Thoth’s rights under this licence.
The Publisher agrees and acknowledges that where Thoth applies CC0 to the Publisher’s Metadata on the Publisher’s behalf the Publisher waives certain Intellectual Property Rights in the Publisher’s Metadata as provided in clause 2 of CC0 and (if and to the extent the waiver is ineffective) grants a public licence of those rights as provided in clause 3 of CC0.
Publisher’s Materials: The Publisher grants to Thoth a royalty-free, non-exclusive, irrevocable licence for the duration of the Agreement to copy, modify, create derivative works from, or otherwise use the Publisher’s Materials in all territories worldwide, in any current or future medium and in any number of copies, to the extent necessary for the purposes of providing the Services to the Publisher.
Where the Services involve Thoth uploading the Publisher’s Metadata to a Third Party Platform or managing the Publisher’s Metadata on a Third Party Platform on the Publisher’s behalf, the Publisher agrees that:
the Third Party Platform does not constitute part of the Services, and Thoth does not grant any rights to the Publisher to use the Third Party Platform;
Thoth shall not be responsible for the operation of the Third Party Platform or any errors in it or the acts or omissions of the third party who operates it;
Thoth’s provision of those Services and the Publisher’s use of the Third Party Platform shall be subject to any terms and conditions specified by the operator of the Third Party Platform (the ‘Third Party Terms’); and
the Publisher shall comply with, and ensure that the Publisher’s Metadata complies with, the Third Party Terms.
Unless otherwise agreed, the publisher permits Thoth Open Metadata to use the publisher's name(s) and mark(s) / logo(s) for promotional purposes (such as, but not limited to, publicly-available presentation slide decks, Thoth's website, mentions on social media, as well as in communications furnished in collaboration with the Third Party Platforms (section 5) that the publisher has selected as dissemination channels). The publisher may identify itself as a Thoth Open Metadata user by referencing Thoth's company logo and/or the "Powered by Thoth" badge, and referring to the metadata platform and service(s) by the label of "Thoth Open Metadata). The Thoth logo and "Open? Thothally!" badge are available from the Downloads section on Thoth's website.
The Publisher shall pay Thoth the fees set out in the Statement of Work (the ‘Fees’) plus any applicable VAT.
Unless stated otherwise in the Statement of Work:
any periodic Fees shall be payable in advance at the start of the relevant period and all other Fees shall be payable upon completion of the of the element of the Services to which they relate;
Thoth may increase any periodic Fees by giving the Publisher not less than three months’ prior notice of the increase;
Thoth shall invoice the Publisher for Fees plus applicable VAT when they become payable; and
the Publisher shall pay the invoiced sums within 30 days of the date of the invoice, unless the Statement of Work defines a different due date.
The Fees shall be payable without any deduction, set-off or counterclaim.
Interest shall accrue on any overdue sums payable to the Publisher under this Agreement at a rate of four percent per year above the Bank of England base rate, calculated and accruing daily.
If the Publisher fails to pay an invoice when it falls due Thoth may, without limiting any of its other remedies, suspend performance of the Services until the Publisher pays the invoiced sum and any accrued interest.
The Publisher shall defend, indemnify, and hold harmless Thoth, its employees, officers, contractors, and other users of the Thoth Platform (the ‘Indemnified Parties’) against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with:
any claim by a third party that the Indemnified Party’s use of the Publisher’s Metadata or Publisher’s Materials in accordance with the Agreement infringes any rights of the third party, including any Intellectual Property Rights; or
any breach of the Agreement by the Publisher.
Nothing in the Agreement shall limit or exclude any liability if and to the extent that limiting or excluding that liability would be unlawful.
Thoth shall have no liability for any:
Thoth’s total aggregate liability shall not exceed an amount equal to the Fees paid by the Publisher to Thoth under the Agreement in the five years prior to the date on which the first cause of action arises.
Thoth shall have no liability to the Publisher for the use of the Publisher’s Metadata by any third party who accesses it via the Thoth Platform.
References to ‘liability’ in this clause 8 include every kind of liability arising under or in connection with the Agreement, the provision of the Services or the use of the Thoth Platform, including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
These terms and conditions set out all of Thoth’s obligations in relation to the provision of the Services. All warranties, conditions, terms, undertakings or obligations that are not set out in these terms and conditions, including any implied terms relating to quality, fitness for any particular purpose, reasonable care and skill or ability to achieve a particular result, are excluded to the fullest extent allowed by applicable law.
If Thoth in breach of the Agreement removes Publisher Metadata from the Thoth Platform or restricts access to the Publisher Metadata on the Thoth Platform or suspends the Publisher’s use of the Services then the Publisher has a right to claim for breach of contract. That right is subject to the terms of this Agreement, including in particular clause 9 (Limit of liability) and clauses 12.7 and 12.8 (choice of law and jurisdiction).
The Agreement shall continue until terminated in accordance with these terms and conditions.
The Publisher may terminate the Agreement for any reason at any time by notifying Thoth that the Publisher wishes to terminate the Agreement.
Thoth may terminate the Agreement for any reason on one month’s prior notice to the Publisher.
Thoth may terminate the Agreement immediately if the Publisher is in breach of clause 3 (Use of the Services) or clause 4.2 (Publisher’s right to grant licences) or clause 5.1.4 (compliance with Third Party Terms) and the breach cannot be remedied, or if the breach is remediable and the Publisher has failed to remedy it within seven days.
Upon termination of the Agreement:
the licence granted by Thoth under clause 3 (Use of the Services) shall end and the Publisher shall cease using the Services;
any Fees payable in respect of Services performed but not yet invoiced shall become payable immediately;
if the Publisher has paid Fees in advance for Service which have not been completed as at the date of termination then Thoth shall refund a proportion of those Fees corresponding to the proportion of those Services which remain incomplete;
in the case of any periodic Fees paid by the Publisher in advance for a period ending after termination Thoth shall refund those Fees in proportion to the amount of the period falling after termination; and
in the case of any periodic Fees payable by the Publisher in arrears for a period ending after termination the Publisher shall pay Thoth those Fees in proportion to the amount of that period falling prior to termination.
The following provisions of the Agreement shall survive termination, howsoever caused: the licence in clause 4.3 (Use the Publisher’s Metadata); clause 8 (Indemnity), clause 9 (Limit of liability), clause 10 (Termination of the Agreement), and clause 12 (General terms).
Termination of the Agreement shall not affect any rights or liabilities that have accrued prior to termination.
Thoth may vary these terms and conditions by giving the Publisher no less than one month’s prior notice. The notice shall state the date on which the variation will take effect. The variation shall not affect any rights, obligations or liabilities in respect of the period prior to the date it takes effect. The variation shall not take effect if the Publisher terminates the Agreement before that date.
Except as set out in clause 10.1, no variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).The parties shall not need the consent of any third party to vary, rescind or terminate the Agreement.
These terms and conditions and the Statement of Work constitute the entire agreement between Thoth and the Publisher and supersede all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral. Neither Thoth nor the Publisher have entered into the Agreement in reliance on, nor shall they have any remedies in respect of, any representation or warranty that is not expressly set out in these terms and conditions.
Any notice given to a party under the Agreement shall be given in writing in English and:
where sent to Thoth, sent by email to info@thoth.pub;
where sent to the Publisher, sent by email to the email address for the Publisher noted in the Statement of Work.
A notice sent in accordance with clause 10.2 shall be deemed received at the time it is sent if it is sent during Working Hours. If it is sent outside Working Hours it shall be deemed received when Working Hours next resume. ‘Working Hours’ means 9am to 5pm Monday to Friday (excluding public holidays) in England.
The Publisher shall not assign or transfer any of its rights or obligations under the Agreement.
No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under the Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Agreement shall not be affected.
The Agreement and any dispute or claim arising out of, or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Agreement, its subject matter or formation (including non-contractual disputes or claims).
In these terms and conditions the following words have the following meanings:
‘CC0’ has the meaning given in clause 4.3.2;
‘Fees’ has the meaning given in clause 6.1;
‘Intellectual Property Rights’ means any and all copyright, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, design rights, database rights and rights in data, domain names and all similar rights and, in each case whether registered or not, wherever existing, and whether existing now or in the future;
'Publisher Materials’ has the meaning given in clause 4.2.2;
‘Publisher’s Metadata’ means metadata about the Publisher’s publications supplied to Thoth by the Publisher or its Authorised Users or created by Thoth in the course of the Services;
‘Services’ means the Thoth Platform Service and any Thoth Plus Services listed in the Statement of Work;
‘Service Description’ has the meaning given in clause 2.1.1;
‘Statement of Work’ a written proposal from Thoth for the provision of the Services setting out the Fees and stating that it is available for acceptance by the Publisher;
‘Third Party Platform’ means any online platform operated by a third party for hosting or disseminating professional or scholarly works or metadata about them, including any APIs made available by the third party for use with the platform;
‘Thoth Free’ means the services which Thoth makes available to publishers under the ‘Thoth Free’ brand;
‘Thoth Platform’ means Thoth’s database, software, websites, APIs and other materials for creating, managing, hosting, and disseminating high-quality metadata records, including any updates to the same, but excludes those metadata records;
‘Thoth Platform Service’ means Thoth’s service that enables publishers to upload metadata records for their publications to the Thoth Platform and to manage that metadata on the Thoth Platform. The Thoth Platform Service includes the browser-based user interfaces, APIs, and other software made available by Thoth as part of that service, and any updates;
‘Thoth Plus Services’ means the paid services offered by Thoth, other than the Thoth Platform Service, as described in the Service Description;
‘Virus’ means anything (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
In these terms and conditions:
headings are included for convenience only and shall have no effect on interpretation;
a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
words in the singular include the plural and vice versa;
any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
a reference to any legislation or legislative provision is a reference to it as amended, extended, re-enacted or consolidated from time to time;
in the event of any conflict between these terms and conditions and any other document referred to in them (including CC0) then these terms and conditions shall take priority as between Thoth and the Publisher.
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The Terms & Conditions: Thoth Dissemination services have last been updated April 15, 2026