Wordnik Terms of Service

Last Updated: May 15, 2015

Please read our terms of service before using any of our sites, services, or apps. By using our sites, services, or apps, you are agreeing to these terms. The legally-binding language is on the left; the human-friendly language is on the right. Questions? Please email us at feedback@wordnik.com

Welcome to the Wordnik ("Wordnik" or "we") website, accessible at http://www.wordnik.com (the "Site") and Wordnik services available through our websites, our APIs and the other domains, products, services and/or content provided by Wordnik which may be used on your website or on affiliated websites (the "Services"). The following terms and conditions and our Privacy Policy which is incorporated herein by this reference ("Terms of Service"), govern your access to and use of the Site and Services, and, except as otherwise provided in these Terms of Service, all text, graphics, images, music, software, audio, video, information or other materials available through the Site and Services ("Content"). Please read these Terms of Service carefully. They constitute a binding legal agreement between you and Wordnik.

Certain areas of the Site (and your access to or use of certain Services or Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms of Service and terms and conditions posted for a specific area of the Site, Services or Content, the latter terms and conditions shall take precedence with respect to your use of or access to that area of the Site, Services or Content.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE OR THE SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, SERVICES OR CONTENT.

Modification

Wordnik reserves the right, at its sole discretion, to modify, discontinue or terminate the Site or Services or to modify these Terms of Service, at any time and without prior notice. If we modify these Terms of Service, we will post the modification on the Site or provide you with notice of the modification. We will also update the "Last Updated Date" at the top of the terms page of the Site. By continuing to access or use the Site or the Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Service. If the modified Terms of Service are not acceptable to you, your only recourse is to cease using the Site and the Services.

Eligibility and Account Registration

In order to access certain features of the Site and Services and to post any Content on the Site or through the Services, you must register to create an account ("Account") through the Site or as a user of a Service provided by us for use on your website or an affiliated website (a "Partner"), (such users collectively being "Members" or a "Member").

During the registration process, you will be required to provide certain information and you will establish a username and a password. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Wordnik reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete.

You are responsible for safeguarding your password. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify Wordnik of any unauthorized use of your Account.

Privacy

See Wordnik's Privacy Policy for information and notices concerning Wordnik's collection and use of your personal information.

Ownership

The Site, Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms of Service, Wordnik and its licensors exclusively own all right, title and interest in and to the Site, Services and Content, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services or Content.

Third Party Content Providers, Advertising and Business Dealings

Wordnik may run advertisements and promotions from third parties on the Site or may otherwise provide information about or links to third-party content, products or services on the Service or Site. Your business dealings with or participation in the promotions of such third parties, and any terms, conditions, warranties, or representations associated with such dealings or promotions, are solely between you and such third party.

Wordnik is not responsible for and does not guarantee the price, terms, performance, quality, accuracy, availability or legality of any content, products, services, promotions or information offered by any third party content provider or advertiser. Wordnik is not responsible or liable for any loss or damage of any sort incurred as the result of such dealings or promotions or as a result of such third party information or advertisements on the Service or Site. If you have a dispute with one or more advertisers or other third parties, you release Wordnik from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

Content License

Subject to your compliance with the terms and conditions of these Terms of Service, Wordnik grants you a limited, non-exclusive, non-transferable license, without the right to sublicense, to access, view, download and print any Content solely for your personal and non-commercial purposes. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site, Services or Content, except as expressly permitted in these Terms of Service. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Wordnik or its licensors, except for the licenses and rights expressly granted in these Terms of Service.

User Content

Members may post, upload, publish, submit or transmit text, graphics, images, music, audio, video, information or other materials to be made available through the Site and Services ("User Content"). By submitting any User Content to Wordnik or displaying, publishing, or otherwise posting any Content on or through the Service or Site, you hereby shall and do grant Wordnik a worldwide, non-exclusive, royalty-free, fully paid, perpetual, irrevocable, sublicensable and transferable license to use, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully make use of and/or commercialize the User Content in connection with the Service or Site and Wordnik’s (and its successors and assigns) business. You also hereby do and shall grant to all other users of the Service or Site a limited, non-exclusive, non-transferable license, without the right to sublicense, to access, view, download and print any User Content solely for such users’ personal and non-commercial purposes. Wordnik does not claim any ownership rights in any such User Content and nothing in these Terms of Service will be deemed to restrict any rights that you may have to use and exploit any such User Content.

You acknowledge and agree that you are solely responsible for all User Content that you make available through the Site or Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Site or Services or you have all rights, licenses, consents and releases that are necessary to grant to Wordnik the rights in such User Content, as contemplated under these Terms of Service; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Wordnik’s use of the User Content (or any portion thereof) on, through or by means of the Site and the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

The User Content will not contain any "back door," "trap door", "time bomb," "Trojan Horse," "worm," "drop dead device," "Easter Eggs", "cancelbots" or other computer programming routines or viruses that are intended to damage, interfere with, intercept or expropriate any system data or personal information, permit access to or use of the Site and Services or other software or hardware by unauthorized parties, or disable, damage or erase any portion of the Site or Services.

Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site and Services ("Feedback"). You may submit Feedback by emailing us at feedback@wordnik.com or through the comments on the support section of the Site. You acknowledge and agree that all Feedback will be the sole and exclusive property of Wordnik and you hereby irrevocably assign to Wordnik and agree to irrevocably assign to Wordnik all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At Wordnik’s request and expense, you will execute documents and take such further acts as Wordnik may reasonably request to assist Wordnik to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

General Prohibitions

Unless otherwise stated in these Terms of Service, you agree not to do any of the following while using the Site, Services or Content:

Post, upload, publish, submit or transmit any text, graphics, images, software, music, audio, video, information or other material that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances (including but not limited to activities that promote or provide instructional information regarding the manufacture or purchase of illegal weapons or illegal substances).

Access, tamper with, or use non-public areas of the Site, Wordnik’s computer systems, or the technical delivery systems of Wordnik’s providers;

Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Wordnik or any of Wordnik’s providers or any other third party (including another user) to protect the Site, Services or Content;

Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

If you do post a comment or list on the site that contains unsolicited or unauthorized advertising, promotional materials, spam, or other form of solicitation you agree that we may, at our sole discretion, bill you US$1000 per infringing comment or list;

Use any meta tags or other hidden text or metadata utilizing a Wordnik trademark, logo URL or product name without Wordnik’s express written consent;

Use the Site, Services or Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms of Service;

Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services or Content to send altered, deceptive or false source-identifying information;

Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services or Content;

Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site;

Collect or store any personally identifiable information from the Site or Services from other users of the Site or Services without their express permission;

Impersonate or misrepresent your affiliation with any person or entity;

Violate any applicable law or regulation; or

Encourage or enable any other individual to do any of the foregoing.

Wordnik will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Site security issues, to the fullest extent of the law. Wordnik may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Service. You acknowledge that Wordnik has no obligation to monitor your access to or use of the Site, Services or Content or to review or edit any User Content, but has the right to do so for the purpose of operating the Site and Services, to ensure your compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Wordnik reserves the right, at any time and without prior notice, to remove or disable access to any Content, including any User Content, that Wordnik, in its sole discretion, considers to be in violation of these Terms of Service or otherwise harmful to the Site or Services. Under no circumstances will Wordnik be liable in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, or any loss or damage of any kind incurred as a result of the use of any User Content posted, emailed, transmitted or otherwise made available via the Site or the Service. You use the Site and the Services at your own risk.

Beta Testing Terms

From time to time, Wordnik may offer a test (beta) version of a Service to a limited group of users for evaluation purposes (a “Beta Service”). The Beta Service is offered to you on the terms set forth in these Terms of Use and in this section.

THE BETA SERVICE LICENSED HEREUNDER IS BELIEVED TO CONTAIN DEFECTS AND A PRIMARY PURPOSE OF THIS BETA TESTING LICENSE IS TO OBTAIN FEEDBACK ON PERFORMANCE AND IDENTIFICATION OF DEFECTS. LICENSEE IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SERVICE AND/OR ACCOMPANYING MATERIALS. It is expressly understood that you shall, regardless of whether or not formally requested to do so, provide Feedback subject to the terms herein.

Technical support is not provided for the Beta Service.

Unless terminated earlier pursuant to the Termination and Account Cancellation or other terms set forth herein, your license to the Beta Service will automatically expire, and Wordnik may automatically and without notice deactivate your access to such Beta Service, on the earliest to occur of the following: (a) after Wordnik makes available an updated beta version of the Beta Service (as announced on our website or via email to you), unless you promptly upgrade to such updated beta version; (b)the first day Wordnik makes available a production version of the Beta Service (as announced on our website or via email to you), or (c)six months after the date you first receive access to the Beta Service or any update thereto.

Copyright Complaints

Wordnik respects the intellectual property of others. It is Wordnik's policy to respond expeditiously to claims of copyright and other intellectual property infringement. Wordnik will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, Wordnik may act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and may act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. Wordnik will terminate access for subscribers and account holders who are repeat infringers.

Notifying Wordnik of Copyright Infringement: To provide Wordnik notice of an infringement, you must provide a written communication to the attention of "DMCA Infringement Notification Department" at DMCA Agent: Erin McKean, PO Box 181, Millbrae CA 94030, USA. Phone: (650) 409-6451; or send an email to dmca@wordnik.com that sets forth the information specified by the Please note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is infringing your copyright.

Providing Wordnik with Counter-Notification: If we remove or disable access to content in response to an infringement notice, we will make reasonable attempts to contact the owner or administrator of the affected site or content. If you feel that your material does not constitute infringement, you may provide Wordnik with a counter notification by written communication to the attention of "DMCA Counter Notification Dept." at Wordnik’s DMCA Agent’s contact information above that sets forth all of the necessary information required by the DMCA.

Please note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is not infringing the copyrights of others. If you are uncertain whether an activity constitutes infringement, we recommend seeking advice of an attorney.

Links

The Service or Site may contain links to third-party websites or resources. You acknowledge and agree that Wordnik is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Wordnik of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

Termination and Account Cancellation

If you breach any of these Terms of Service, without limiting Wordnik’s other rights and remedies hereunder, Wordnik will have the right to suspend or disable your Account or terminate these Terms of Service, at its sole discretion and without prior notice to you. Wordnik reserves the right to revoke your access to and use of the Site, Services and Content at any time, with or without cause. In the event Wordnik terminates these Terms of Service for your breach, you will remain liable for all amounts due hereunder. You may cancel your Account at any time by sending an email to feedback@wordnik.com.

Disclaimers

THE SITE, SERVICES AND CONTENT ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, WORDNIK EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WORDNIK MAKES NO WARRANTY THAT THE SITE, SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WORDNIK MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES OR CONTENT PURCHASED OR OBTAINED THROUGH THE SITE OR SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SITE OR SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM WORDNIK OR THROUGH THE SITE, SERVICES OR CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES. YOU UNDERSTAND THAT WORDNIK DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE SITE OR SERVICES, NOR DOES WORDNIK MAKE ANY ATTEMPT TO MONITOR OR TO VERIFY THE STATEMENTS OF USERS OF THE SITE OR SERVICES. WORDNIK MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

Indemnity

You agree to defend, indemnify, and hold Wordnik, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Site, Services or Content, or your violation of these Terms of Service.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, SERVICES AND CONTENT REMAINS WITH YOU. NEITHER WORDNIK NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WORDNIK HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT WORDNIK IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, WORDNIK WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD-PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE OR THROUGH THE SERVICES.

IN NO EVENT WILL WORDNIK’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR CONTENT EXCEED ONE HUNDRED U.S. DOLLARS ($100). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WORDNIK AND YOU.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Proprietary Rights Notices

All trademarks, service marks, logos, trade names and any other proprietary designations of Wordnik used herein are trademarks or registered trademarks of Wordnik. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

Controlling Law and Jurisdiction

These Terms of Service and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms of Service will be the federal or state courts located in the Northern District of California and each of the parties hereto consents to the personal jurisdiction and venue in such courts.

Entire Agreement

These Terms of Service constitute the entire and exclusive understanding and agreement between Wordnik and you regarding the Site, Services and Content, and these Terms of Service supersede and replace any and all prior oral or written understandings or agreements between Wordnik and you regarding the Site, Services and Content.

Assignment

You may not assign or transfer these Terms of Service, by operation of law or otherwise, without Wordnik’s prior written consent. Any attempt by you to assign or transfer these Terms of Service, without such consent, will be null and of no effect. Wordnik may assign or transfer these Terms of Service, in its sole discretion, without restriction. Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the parties, their successors and permitted assigns.

General

The failure of Wordnik to enforce any right or provision of these Terms of Service will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Wordnik. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service will be without prejudice to its other remedies under these Terms of Service or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms of Service invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Service will remain in full force and effect.

Contacting Us

If you have any questions about these Terms of Service, please contact Wordnik at feedback@wordnik.com