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TERMS AND CONDITIONS for the provision of Thoth Free

These terms and conditions set out the terms that will apply when a publisher applies for an account to use the Thoth Free service and when the publisher uses the Thoth Free service.

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 in the relevant application for a Thoth Free account (the ‘Publisher’).

Definitions and rules of interpretation used in these terms and conditions are set out in clause 10.

The publisher’s attention is particularly drawn to clause 6 (Limit of liability).

1) Applying for a Thoth Free account

  1. A publisher can apply for an account to use Thoth Free by sending an email to info@thoth.pub setting out the following information: 1. the full legal name of the publisher applying for the account, and the publisher’s company registration number if it is incorporated; 2. the publisher’s address; 3. the publisher’s email address for notices; 4. the name of the person at the publisher who will be the primary point of contact for queries from Thoth, and that person’s email address (if different from the publisher’s email address) 5. secondary contact email address(es) [as backup in case first email contact fails]

  2. By applying for a Thoth Free account the Publisher offers to be bound by these terms and conditions. The Publisher’s application is only accepted when Thoth confirms by email to the Publisher that the application has been successful and the Publisher’s Thoth Free account has been activated. Upon Thoth’s acceptance of the Publisher’s application a contract is formed between Thoth and the Publisher incorporating these terms and conditions (the ‘Agreement’)

  3. Thoth reserves the right to reject any application for an account, acting in its absolute discretion.

2) Thoth Free Service

  1. ‘Thoth Free’ means Thoth’s service, described more fully in the “Solutions” section of Thoth’s official web pages at https://thoth.pub (as updated from time-to-time) (the ‘Service Description’), that enables publishers to upload and manage metadata records for professional and scholarly works on the Thoth Platform. The Thoth Free service includes the browser-based user interfaces, APIs, and other software made available by Thoth as part of that service.
  2. Thoth may alter or update Thoth Free from time to time, including by changing the functionality or minimum system requirements of Thoth Free set out in the Service Description. References to ‘Thoth Free’ in these terms and conditions include any such alterations or updates.
  3. Thoth warrants that: 1. Thoth Free will operate materially in accordance with the Service Description; 2. Thoth shall use reasonable skill and care in providing Thoth Free.
  4. Thoth does not warrant that Thoth Free or the Thoth Platform will be free from minor errors or defects or that the Publisher’s access to them will be uninterrupted.
  5. These terms and conditions set out all of Thoth’s obligations in relation to the provision of Thoth Free. 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

3) Publisher’s use of Thoth Free

  1. Thoth grants the Publisher a limited, non-exclusive, non-transferable, right to access and use Thoth Free 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.
  2. The Publisher shall use Thoth Free only to upload and manage high quality metadata that describes and identifies professional and scholarly works.
  3. The Publisher shall ensure at all times that the Publisher has the necessary rights to upload and otherwise use the metadata uploaded to the Thoth Platform by the Publisher or its Authorised Users (the ‘Publisher’s Metadata’) via Thoth Free and to grant the rights set out in clause 4 (Thoth’s right to use the Publisher’s Metadata).
  4. The Publisher shall not use Thoth Free to store, distribute or transmit any Viruses, or any material that is unlawful, defamatory or infringes the rights of a third party.
  5. Thoth reserves the right, without liability to the Publisher, to remove from the Thoth Platform any material at its absolute discretion.
  6. The Publisher may permit its staff (including volunteers) to use the Publisher’s Thoth Free account on the Publisher’s behalf (‘Authorised Users’). The Publisher shall ensure that its Authorised Users comply with these terms and conditions when using Thoth Free, and shall be responsible for the acts and omissions of the Authorised Users as though they were the Publisher’s own.
  7. The Publisher or its licensors shall retain the Intellectual Property Rights in the Publisher’s Metadata, subject to clause 4 (Thoth’s right to use the Publisher’s Metadata).
  8. The Publisher acknowledges and agrees that Thoth and/or its licensors own all Intellectual Property Rights in Thoth Free 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 Thoth Free or the Thoth Platform under the Agreement.

4) Thoth’s right to use the Publisher’s Metadata

  1. 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:
    1. to make the Publisher’s Metadata available to the public or otherwise distribute it;
    2. 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;
    3. to grant sub-licences of Thoth’s rights under this licence.
  2. 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.

5) Indemnity

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: 1. any claim by a third party that the Indemnified Party’s use of the Publisher’s Metadata as permitted under the Agreement infringes the Intellectual Property Rights of the third party; or 2. any breach of the Agreement by the Publisher.

6) Limit of liability

  1. Nothing in the Agreement shall limit or exclude any liability if and to the extent that limiting or excluding that liability would be unlawful.
  2. Thoth shall have no liability for any:
    1. loss of profits;
    2. loss of business or contracts;
    3. wasted expenditure;
    4. depletion of goodwill and/or similar losses;
    5. loss or corruption of data or information;
    6. pure economic loss; or
    7. any special, indirect or consequential loss, costs, damages, charges or expenses.
  3. Thoth’s total aggregate liability shall not exceed £100,000.
  4. 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.
  5. References to ‘liability’ in this clause 6 include every kind of liability arising under or in connection with the Agreement, the provision of Thoth Free or the use of the Thoth Platform, including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
  6. 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 6 (Limit of liability) and clauses 9.7 and 9.8 (choice of law and jurisdiction).

7) Termination of the Agreement

  1. The Agreement shall continue until terminated in accordance with these terms and conditions.
  2. The Publisher may terminate the Agreement for any reason at any time by notifying Thoth that the Publisher wishes to terminate the Agreement.
  3. Thoth may terminate the Agreement for any reason on one month’s prior notice to the Publisher.
  4. Thoth may terminate the Agreement immediately if the Publisher is in breach of clause 3 (Publisher’s use of Thoth Free) or clause 4.2 (Publisher’s right to license the Publisher’s Metadata) and the breach cannot be remedied, or if the breach is remediable and the Publisher has failed to remedy it within seven days.
  5. Upon termination of the Agreement the licence granted by Thoth under clause 3 (Publisher’s use of Thoth Free) shall end and the Publisher shall cease using Thoth Free.
  6. The following provisions of the Agreement shall survive termination, howsoever caused: the licence in clause 4 (Thoth’s right to use the Publisher’s Metadata); clause 5 (Indemnity); clause 6 (Limit of liability); clause 9 (General terms).
  7. Termination of the Agreement shall not affect any rights or liabilities that have accrued prior to termination.

8) Variations

  1. 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.
  2. Except as set out in clause 8.1, 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.

9) General terms

  1. These terms and conditions and the publisher’s application for a Thoth Free account 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.

  2. Any notice given to a party under the Agreement shall be given in writing in English and: 1. where sent to Thoth, sent by email to info@thoth.pub; 2. where sent to the Publisher, sent by email to the email address given in the Publisher’s application for a Thoth Free account.

  3. A notice sent in accordance with clause 9.2 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.

  4. The Publisher shall not assign or transfer any of its rights or obligations under the Agreement.

  5. 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.

  6. 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.

  7. 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.

  8. 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).

10) Definitions and interpretation

  1. In these terms and conditions the following words have the following meanings:
    1. ‘CC0’ has the meaning given in clause 4.1.2;
    2. ‘Intellectual Property Rights’ means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks 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;
    3. ‘Publisher’s Metadata’ has the meaning given in clause 3.3
    4. ‘Service Description’ has the meaning given in clause 2.1;
    5. ‘Thoth Free’ has the meaning given in clauses 2.1 and 2.2;
    6. ‘Thoth Platform’ means Thoth’s database, software, websites, APIs and other materials for creating, managing, hosting, and disseminating high-quality metadata records, but excludes those metadata records;
    7. ‘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;
  2. In these terms and conditions:
    1. headings are included for convenience only and shall have no effect on interpretation;
    2. 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;
    3. words in the singular include the plural and vice versa;
    4. 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;
    5. a reference to any legislation or legislative provision is a reference to it as amended, extended, re-enacted or consolidated from time to time;
    6. 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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These Terms & Conditions have last been updated June 12, 2024.