1. "We," "us," or "our" means YouGlish . "You" or "your" means the party seeking a licence to use the YouGlish API.
2. A "Product" means any website, application, mobile application or other digital product or service which you own, operate, or control on which you display Content, or which interfaces with the YouGlish API.
3. “Commercial Use” means use of the YouGlish API or Content in a Product for commercial gain including, without limitation, obtaining payment for the Product directly or indirectly including via advertising revenue.
4. “Non-Commercial Use” means use of the YouGlish API or Content which is not Commercial Use.
5. “Fair Use Policy” means the policy set out in clause 8.
6. “YouGlish API Website” means our website containing the registration forms, this Licence Agreement and the Specifications
7. “YouGlish API Website Legal Notice” means the website terms and conditions titled “Legal Notice” on the YouGlish API Website.
8. “YouGlish API Website Privacy Policy” means the privacy policy on the YouGlish API Website.

By checking the box indicating that you agree to the terms and conditions of this Licence Agreement, or by accessing or using the YouGlish API and/or the Content:

1. you agree to be bound by this Licence Agreement and any other agreements referred to below;
2. you represent and warrant that you have capacity to enter into this Licence Agreement; and
3. you represent and warrant that where this Licence Agreement is being entered into by a company or other legal entity, the person agreeing to this Licence Agreement on behalf of that legal entity has full authority and power to do so.

YouGlish API uses YouTube APIs to gather content and to play videos. As such, you are agreeing to be bound by the YouTube Terms of Service.

1. The purpose of this Licence Agreement is to permit you to make use of Content (as defined below) available through the YouGlish API in your Product(s). Under this Licence Agreement we may make available to you our proprietary application programming interfaces and other tools (collectively, the “YouGlish API”) that permit you to access and use YouGlish content.
2. The term "Content" means any data or content from our Services or accessed via the APIs. "Services" means YouGlish.com.
3. In the event of any conflict between the Developer Documentation and these Terms, these Terms shall control.

1. When we provide you with your API credentials, we grant you a limited, non-exclusive, non-transferable, revocable licence to use the YouGlish API to access, download, copy and reproduce the Content for the limited purposes set out in, and subject to the terms of, this Licence Agreement, as may be amended from time to time.
2. Commercial Use of the YouGlish API or Content is allowed only if specifically stated by the plan you purchase.

1. You are not permitted to use the YouGlish API and/or Content in (or in relation to) any Product which:
   1. infringes the intellectual property rights or other proprietary rights of any other person;
   2. is used to knowingly transmit any data or material that contains or introduces viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful;
   3. promotes or contains sexually explicit materials, libellous or defamatory materials;
   4. promotes violence or contains violent materials;
   5. contains any material which is threatening, defamatory, obscene, offensive, hateful or inflammatory; or
   6. is any way unlawful or fraudulent.
2. Where your Product is a standalone pronunciation lookup product or service (i.e. where the main purpose of the product or service is to enable the user to enter a word or phrase to search for the pronunciation of that entry) you must contact us for approval prior to using the YouGlish API and/or Content.
3. You may not (except when complying with clause 14.2) use any of our trade marks, name and or branding without our express, prior written consent.

1. By making calls to the YouGlish API or using Content, you agree to comply with the following requirements:
   1. You will not systematically copy and/or download any Content unless otherwise expressly permitted by YouGlish, in writing, under separate terms.
   2. You will not cache, store, or save Content. Notwithstanding the foregoing, you may employ user-level session caching of the formatted display of Content solely for the purpose of displaying Content in your application. If you wish to cache, store or save Content locally, you must contact us prior to using the YouGlish API and/or Content to discuss a separate license agreement.
   3. You will not use any API in any manner that, as determined by YouGlish in its reasonable discretion, constitutes abusive usage.
   4. You will not copy, adapt, reformat, reverse-engineer, disassemble, decompile, decipher, translate or otherwise modify any API, Access Credential, Content, Services, YouGlish Brand Features or other information or service from YouGlish, through automated or other means.
   5. You will not try to exceed or circumvent limitations on API calls and use. This includes creating multiple Applications for identical, or largely similar, usage.
   6. Use the APIs to retrieve Content that is then aggregated with third party data in such a way that an end user cannot attribute the Content to YouGlish (i.e., aggregated search results).
   7. You will not interfere, or attempt to interfere, in any manner with the functionality or proper working of the YouGlish API.
   8. You will not use the YouGlish API in any way that could harm it or impair anyone else’s use of it.
   9. You will not use the YouGlish API to try to gain unauthorized access to any service, data, account or network by any means.
   10. You will not exceed or circumvent limitations on access, calls, or use permitted in this Licence Agreement.
   11. You will not create or develop your own application programming interface which includes the YouGlish API, unless otherwise expressly permitted by YouGlish, in writing, under separate terms.
   12. You will not use the YouGlish API in breach of the Fair Use Policy.
   13. You will use Content only in a lawful manner and in accordance with the terms of this Licence Agreement and within the express scope of the licence granted in clause 4.
   14. You will comply with all other documents and materials, including all Specifications, referenced in this Licence Agreement ("Operational Documentation").
   15. You will promptly remove from your Product and delete or otherwise destroy any Content that we notify you is no longer available for your use.
   16. You will not compile or use Content for the purpose of direct marketing, spamming, unsolicited contacting of sellers or customers, or other advertising activities.
   17. You will not issue any press release or make any other public communication with respect to this Licence Agreement or your use of the YouGlish API or Content without our prior written consent.
   18. You will not, without our express prior written approval, sell, resell, redistribute, sublicense, or transfer any Content. For example, you may not use Content on or within any application, platform, site, or service (including social networking sites) that requires you to sublicense or otherwise give any rights in or to Content to any other person or entity.
   19. You will ensure that all Product(s) comply with this Licence Agreement.
2. Without prejudice to our rights under Clause 15, we reserve the right to revoke or suspend your access to the Content via the YouGlish API at any time with immediate effect, upon written notice to you, in the event that in our reasonable opinion you have failed to comply with the provisions of this Licence Agreement.

1. In endeavouring to make the YouGlish API stable for everyone to use, we place restrictions on the number of requests you can make to the YouGlish API. These restrictions are plan dependent and may change from time to time and shall be published on the documentation pages of the YouGlish API Website.
2. If you exceed the limits set out on the YouGlish API Website from time to time we may throttle, suspend or terminate your access.
3. The limit may be varied at any time by us updating the YouGlish API Website with the new limits.

1. If you complete the registration requirements on the YouGlish API Website, we shall issue you with a username, password, as well as an App Key for each App you create.
2. You must keep your username, password and App Key secure and confidential. You agree not to disclose your App Key and any username and password you use in relation to the YouGlish API to anyone else. If there has been a disclosure of any of this information, you shall promptly notify us of such disclosure so that we can take appropriate security measures and, if appropriate, provide you with replacements.

1. The parties may use one another’s proprietary information and confidential information disclosed in connection with this Licence Agreement solely as necessary for the purposes stated in this Agreement. The parties will treat one another’s confidential information with the same degree of care that each treats its own sensitive, confidential information and neither party may, without the other party’s written consent, disclose the other party’s confidential information to any third party except to the receiving party’s legal or tax advisors and except as may be required by order of a court, arbitration panel or similar body or entity. This clause will survive the expiry or termination of this Licence Agreement and will continue indefinitely.
2. No announcement or circular or other publicity in connection with the existence or subject matter of this Agreement shall be made by or on behalf of either party without the approval of the other as to the content, form and manner of publication of such publicity (such approval not to be unreasonably withheld or delayed).

1. The YouGlish API, Content and all related documentation are proprietary to us. You acknowledge that any disclosure pursuant to this Licence Agreement shall not confer on you any intellectual property or other rights in relation to the YouGlish API or the Content.
2. In the event that you are notified by a third party that that party claims rights in the YouGlish API or Content or that use of the YouGlish API infringes any right of that third party, you agree to immediately notify us and immediately cease use of the YouGlish API.
3. Subject to clause 10.1, we acknowledge that, as between the parties, you own all intellectual property rights created by you in the Product.

1. If you have any technical issues or queries regarding the YouGlish API you should, in the first instance, contact us.
2. The YouGlish API and Content are provided "as is". We make no representation or warranties of any kind, whether express, implied, statutory or otherwise regarding the YouGlish API and/or the Content including any warranty that your use of the YouGlish API will be uninterrupted, error free or free from harmful components. For the avoidance of doubt, we disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement (including those of intellectual property) or quiet enjoyment and any warranties arising out of any course of dealing, trade or usage except to the extent prohibited by law.
3. You acknowledge that the YouGlish API is still in development. We may change the Content available and the scope and functionality of the YouGlish API at any time.

1. Except for death or personal injury caused by our negligence or for fraud, we, our affiliates and/or licensors will not be liable to you or to any other party in contract, tort or otherwise for any direct, indirect, consequential, special or exemplary damages or losses (including damages for loss of profits, goodwill, loss of opportunity, loss of use or loss of data) arising out of this License Agreement even if we have been advised of the possibility of such damages and/or losses.
2. You shall defend, indemnify and hold us harmless from and against any liabilities, costs or expenses, including reasonable attorneys' fees and costs we incur directly as a result of any third party claim, demand, litigation or proceeding arising out of your activities under this Licence Agreement and the manufacture, sale, possession or use of any of your Products.

1. You are encouraged, but are not obliged to, provide any suggestions, feedback, comments, ideas, or other information relating to the YouGlish API, Content and Specifications or modifications or enhancements thereto (the “Feedback”). Any Feedback is provided on a non-confidential basis regardless of any suggestion to the contrary in any accompanying communication, and you hereby grant us a non-exclusive, worldwide, perpetual, irrevocable, sub-licensable, transferable right and licence to exploit such Feedback in any manner without compensation or liability to you for any purpose whatsoever, including, but not limited to, developing, enhancing, improving, promoting, and marketing our products and services.

1. You hereby consent to us sending you emails relating to this Licence Agreement from time to time and monitoring, recording, using, and disclosing information about your Product and users of your Product that we obtain in connection with your use of Content (e.g., that a particular user of your Product searched for a list of words in sequence) in accordance with the YouGlish API Privacy Policy, and monitoring, crawling, or otherwise investigating your Product to verify compliance with this Licence Agreement.
2. You must inform users of your Products that the Content contained within those Products is protected by copyright. You must include appropriate terms and conditions to make clear to users of your Products that reuse of the Content is not permitted.
3. You agree that you are responsible for:
   1. disclosing in your Product accurately and adequately, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from users, including, where applicable, that third parties (including us) may serve content, collect information directly from users, and place or recognize cookies in connection with your Product; and
   2. any use that you make of the YouGlish API and/or Content, whether or not permitted under this Licence Agreement.
4. You agree that we are entitled to use your name and details about your Product(s) on the YouGlish API Website and in related marketing.

1. This Licence Agreement shall commence upon acceptance of these terms by you and/or use of the YouGlish API or Content (whichever comes first) and shall remain in force unless terminated by either party in accordance with its terms.
2. On termination or expiry of this Licence Agreement, you shall cease to use the YouGlish API and/or any Content, including within any Products. You shall also remove all references to YouGlish or the Content from your Product and any marketing materials within your control. You shall also delete and/or remove all Content downloaded and/or copied through use of the YouGlish API which is in your possession, custody or control or in the possession, custody or control of any of your directors, officers, employees, agents, contractors or professional advisors and if requested by us, certify to us that this has been done no later than 21 days following termination or expiry of this agreement.
3. During the Term, we may terminate this Licence Agreement immediately upon giving you written notice if you are in breach of any of your obligations under this Licence Agreement. Such right of termination shall be in addition to any other remedies we have in respect of your breach.
4. This Licence Agreement constitutes the entire agreement of the parties about its subject matter, supersedes all prior communications, understandings and agreements (whether written or oral) relating to its subject matter and may not be amended or modified except by agreement in writing signed by both parties.
5. Any provision of this Licence Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Licence Agreement shall remain in full force and effect.
6. Termination or expiry of this Licence Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Licence Agreement which existed at or before the date of termination or expiry.

1. Each month, you agree to pay the amount relating to the business plan you selected for that month, as directed by us.
2. All amounts payable relating to the business plan you selected shall be interpreted as being amounts exclusive of value added tax, goods and services tax and any similar sales or excise tax ("Sales Tax"). Any Sales Tax payable in relation to any such amounts shall be added at the prevailing rate, as applicable, and paid by you on the due date for payment following delivery of a valid invoice from us.
3. You shall pay all amounts due to us without any deduction and/or withholding other than such amount (if any) you are required to deduct and/or withhold by law and/or upon other direction of any tax authority. In the event you are required to make such deduction and/or withholding, you shall notify us before any such deduction and/or withholding is made and paid to the authority concerned and further shall at our written request, do all things in your power which may be necessary to enable or assist us to claim exemption or preferential rate therefrom under any double taxation and/or similar agreement and/or convention from time to time in force and shall provide us at the time of payment with such evidence as you may possess and as may be reasonably required by us as to the deduction and payment of the tax and/or of the sums withheld.
4. If you fail to make payment within 14 days of us issuing an invoice to you for the relevant month, we reserve the right to suspend or terminate this Licence Agreement immediately without notice and without any liability to you.

1. Any payments made by you in accordance with this Agreement are non-refundable.
2. If you are a consumer located in the European Union (i.e. you are not an organisation or an individual acting wholly or mainly within your trade, business craft or profession), you have a legal right to cancel contracts entered into with us at a distance (e.g. internet, phone or email) under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 ("Consumer Contracts Regulations") implementing the Consumer Rights Directive 2011/83/EU. Under the Consumer Contracts Regulations, subject to certain exceptions, if you ordered digital content not supplied in a tangible medium (e.g. not supplied on CD or DVD) or services, you can cancel your order within 14 days from the day of conclusion of the contract ("Cancellation Period") and receive a refund, unless you have expressly consented to the digital content or expressly requested for the services to be supplied to you before the end of the Cancellation Period, and you acknowledged that you would lose your cancellation rights.

1. You represent and warrant that you shall not act, or omit to act, in such a way as to give rise to a breach by you, or any of your Affiliates, of any applicable law related to bribery, corruption or any related matter. You shall maintain adequate procedures designed to prevent any persons who perform services for you or on your behalf from undertaking any activities that constitute or could constitute a breach of any applicable law related to bribery or corruption in order to obtain or retain business or a business advantage for you. We shall have the right to terminate this Licence Agreement on no notice, without liability, for breach of this clause. In this clause, “Affiliate” shall mean, in relation to a party, a person who is, from time to time, a subsidiary or parent of that party, or is a subsidiary of that party’s parent.

1. You shall not assign or sub-contract or transfer this Licence Agreement or any or all of your rights or obligations under this Licence Agreement whether in whole or part, without first obtaining our written consent.
2. We may amend these terms from time to time by giving notice to you either directly (using the details you have supplied to us) or by posting a notice on the YouGlish API Website. Any other variation of this Licence Agreement shall not be effective unless it is in writing and signed by or on behalf of both parties.
3. You agree to provide us with any information that we request to verify your compliance with this Licence Agreement.
4. The relationship between the parties established by this Licence Agreement is that of independent parties and nothing contained in this Licence Agreement shall be construed or be deemed to create a partnership, joint venture or other joint undertaking; nor shall anything contained in this Licence Agreement be construed or deemed to create the relationship of principal and agent between the parties. Without limiting the generality of the foregoing, you acknowledge and agree that you shall have no right or authority to bind or to make any representation or warranty on behalf of us.
5. We shall process any data you submit via the YouGlish API Website or otherwise provide to us in accordance with the YouGlish API Website Privacy Policy, and you hereby consent to us doing so.
6. You will comply with all applicable laws in connection with this Licence Agreement and your use of the YouGlish API and/or Content.
7. This Licence Agreement shall be interpreted and construed in accordance with English law and shall be under the exclusive jurisdiction of the English Courts. However, we may enforce any breach by you of any of the terms and conditions set out herein in the courts of any jurisdiction.