By signing up you agree to the following Legal Terms and Conditions
Last Update: March 5, 2015
Houghton Mifflin Harcourt Publishing Company (“HMH”) is pleased to welcome you to HMH’s Developers Network. We have created our HMH Developers Network to assist developers in innovating and creating exciting new applications using HMH’s Application Programming Interfaces (“APIs”).
All references in these Terms to “we” or “our” refer to HMH.
To begin using the APIs, you must first register for a Developer Account here: developer.hmhco.com. Your Developer Account must contain accurate and up-to-date information at all times, including your current title, company, and e-mail address. If you are developing on our platform on behalf of a company or other entity, you represent and warrant that you have full legal authority to register on behalf of that entity and bind it to these Terms. If you are not authorized, you may not accept the Terms or register for someone else. You represent and warrant that your Application and the performance of your obligations under these Terms will not constitute a breach or otherwise violate any other agreement or the rights of any third party.
Once you have successfully registered, you will be given the necessary security keys, secrets, tokens, and other credentials to access the APIs (“Access Credentials”). The Access Credentials allow us to associate your API activity with your Application. All activities that occur using your Access Credentials are your responsibility. Keep them confidential and secure; do not disclose them or share them in any way. Anyone who wants to access our APIs and other HMH Materials must agree to be bound by these Terms.
You will not:
All of your Application either must be created solely by you or you must have all necessary rights in it from third parties in order to permit you to comply with these Terms. Your Application should not contain any logos, phrases, trademarks or content that belongs to third parties. This includes any content that you might have found on the Internet. If anyone contributes to your Application or has any rights to your Application, or if anyone appears or is referred to in the Application or your presentation, then you must also have their permission to submit the Application and presentation to HMH.
Your Application must not:
HMH may immediately suspend or terminate the availability of the HMH Developers Network and HMH Materials (and any elements and features of them), in whole or in part, for any reason, in HMH's sole discretion, and without advance notice or liability.
You may be given access to certain non-public information, software, and specifications ("Confidential Information"), which is confidential and proprietary to HMH (all HMH Materials are hereby deemed to be Confidential Information). You may use this Confidential Information only as necessary in exercising your rights granted in these Terms. You may not disclose any of this Confidential Information to any third party without HMH's prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.
You expressly acknowledge that HMH, its licensors and its end users retain all worldwide right, title and interest in and to the APIs, the HMH Developer Network and the other HMH Materials (and any derivative works or enhancements thereof), including but not limited to all intellectual property rights therein. You also acknowledge that, as between you and HMH, HMH owns all worldwide right title and interests in and to HMH’s registered and unregistered trade names, trademarks, service marks, logos and other brand features (the HMH "Brand Features" or “Marks”).
You agree not to do anything inconsistent with such ownership. Any rights not expressly granted to you in these Terms are withheld. You agree that you will not challenge HMH's ownership of, the validity of any license to use, or otherwise copy or exploit the HMH Brand Features during or after the termination of these Terms except as specifically authorized by these Terms. If you acquire any rights in the HMH Marks or any confusingly similar marks, by operation of law or otherwise, you will, at no expense to HMH, immediately assign such rights to HMH.
If you voluntarily provide to us any suggestions, comments or other feedback ("Feedback") to improve the HMH Materials and/or any other of our products, services, or technologies, you agree that we may freely use, reproduce, license, and distribute such Feedback. You also agree not to provide Feedback that you know is subject to any license terms or intellectual property claim by a third party.
You must comply with all applicable laws, including, the Digital Millennium Copyright Act and applicable export laws, and these Terms, which may be amended from time to time with or without advance notice, in order to use the HMH Developers Network and HMH Materials.
You will be subject to these Terms beginning on the date on which you create a Developer Account continuing until: you close your Developer Account or we terminate your access to the HMH Developers Network or terminate this agreement, or both. HMH may immediately suspend your access to the HMH Developers Network or any HMH Materials (or if necessary, terminate this agreement with you) at any time, and without notice to you if you breach any term or condition in the Terms or otherwise engage in activities that HMH reasonably determines are likely to cause harm or liability to HMH. HMH will not be liable for any costs, expenses, or damages as a result of termination of these Terms. Upon termination of these Terms, you will promptly cease accessing and using the HMH Developers Network and HMH Materials and will delete all HMH Materials and any information derived therefrom and all copies and portions thereof, in all forms and types of media.
You will indemnify, defend, and hold HMH and HMH Affiliates harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs, and expenses (including reasonable attorneys' fees) brought by a third party arising out of or in connection with: (a) any act or omission by you, in connection with your use of the HMH Materials, the APIs, or the HMH Marks; (b) your use of the HMH Materials, the APIs, or the HMH Marks other than as expressly allowed by these Terms; (c) your breach or alleged breach of any of these Terms; or (d) your Application. You will assume control of the defense and settlement of any claim subject to indemnification by you. HMH may, however, at any time elect to take over control of the defense and settlement of any such claim, at your cost and expense (including reasonable attorneys' fees). In any event, you will not settle any such claim without HMH's prior written consent.
HMH controls and operates the HMH Developers Network from its U.S.-based offices in the U.S.A., and HMH makes no representation that the HMH Developers Network is appropriate or available for use beyond the U.S.A. and Canada. If you use the HMH Developers Network from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. The HMH Developers Network may describe products and services that are available only in the U.S.A. and Canada (or parts of such territories) and are not available worldwide. We reserve the right to limit the availability of the HMH Developers Network and/or the provision of any HMH Materials described or available via the HMH Developers Network to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any HMH Materials that we provide. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or to any sale of goods carried out as a result of your use of the HMH Developers Network.
Software related to or made available by the HMH Developers Network may be subject to export controls of the U.S.A. To the extent permissible under applicable domestic laws, no software from the HMH Developers Network may be downloaded, exported, or re-exported: (i) into (or to a national or resident of) any country or other jurisdiction to which the U.S.A. has embargoes, or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders, or (iii) to anyone on the U.S. Department of Commerce's Bureau of Industry and Security Entities List as published in the Export Administration Regulations (including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting U.S. origin items to embargoed countries or terrorist end-uses). You are responsible for complying with all applicable trade regulations and laws. Except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions, including, without limitation, as set forth in subsections (i) – (iii) above.
WE PROVIDE THE HMH MATERIALS AND ALL OTHER INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, HMH, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
FURTHERMORE, HMH DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE HMH APIS DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET, AND FOR ANY OTHER REASON.
HMH DOES NOT WARRANT THAT THE HMH MATERIALS AND APIS AND ANY OTHER HMH PRODUCTS AND SERVICES PROVIDED HEREUNDER WILL MEET ALL OF YOUR REQUIREMENTS OR THAT USE OF SUCH HMH MATERIALS AND APIS BE ERROR-FREE UNINTERRUPTED, VIRUS-FREE, OR SECURE. SOME OF THE HMH MATERIALS ARE EXPERIMENTAL AND HAVE NOT BEEN TESTED IN ANY MANNER. WE DO NOT REPRESENT, WARRANT OR MAKE ANY CONDITION THAT THE HMH MATERIALS ARE FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID. YOUR USE OF THE HMH MATERIALS IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM USE OF THE HMH MATERIALS INCLUDING FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR WEBSITE OR OUR SERVICES WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS.
NEITHER HMH NOR ANY OF OUR SUBSIDIARIES, AFFILIATED COMPANIES, OR SUPPLIERS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, SHAREHOLDERS, OR DIRECTORS (EACH AN "HMH AFFILIATE") WILL BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, REVENUE, PROFITS, GOODWILL OR OTHER INTANGIBLE LOSSES) WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT YOU, HMH OR ANY HMH AFFILIATE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN IMPLIED TERMS OR EXCLUSIONS OF LIABILITY AND, AS A RESULT, SECTIONS 13 AND/OR 14 MAY NOT APPLY TO YOU.
These Terms will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts as such laws apply to contracts between Massachusetts residents performed entirely within Massachusetts. Any action or proceeding arising out of or relating to these Terms or your use of the APIs must be brought in a federal court in Massachusetts and each party irrevocably submits to the jurisdiction and venue of any such court. In the event of litigation between the parties arising out of or related to these Terms or your use of the HMH Developers Network, the prevailing party will be entitled to recover its attorneys' fees and costs incurred. You acknowledge that your breach of these Terms may cause irreparable harm to HMH, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which HMH may be legally entitled, HMH will have the right to seek immediate injunctive relief in the event of a breach of these Terms by you or any of your officers, employees, consultants, or other agents. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the HMH Developers Network or any APIs, HMH Materials or other material used or displayed through the HMH Developers Network.
(a) Notices and Service of Process. We may notify you via postings on the HMH Developers Network or via the email address associated with your Developer Account. You may contact us firstname.lastname@example.org or via mail or courier at: Houghton Mifflin Harcourt Publishing Company ATTN: Legal Department, 222 Berkeley Street, Boston, MA 02116 USA. Additionally, HMH accepts service of process at this address. Any notices that you provide without compliance with this section shall have no legal effect. (b) Section Headings. The section headings in these Terms are for convenience only and have no legal or contractual effect. (c) Independent Parties. Nothing in these Terms will be construed as creating a partnership or joint venture of any kind between the parties and neither party will have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose. (d) Assignment. You may not assign any of the rights or obligations granted hereunder, voluntarily or by operation of law (including without limitation in connection with a merger, acquisition, or sale of assets) except with the express written consent of HMH, and any attempted assignment in violation of this paragraph is void. These Terms shall be binding upon and inure to the benefit of the parties, their successors and assigns. (e) Entire Agreement. These Terms constitute the entire agreement between the parties with respect to its subject matter; except as provided herein, all other prior agreements, representations, statements, negotiations and undertakings with respect to such subject matter are terminated and superseded hereby. (f) Survival. After expiration or termination of these Terms, all provisions relating to payment shall survive until completion of required payments. In addition to those provisions which specifically provide for survival beyond expiration or termination, all provisions contained in this Section 17 and all provisions, if any, regarding indemnification, warranty, liability and limits thereon, and confidentiality and/or protection of proprietary rights and trade secrets shall survive indefinitely or until the expiration of any time period specified elsewhere in these Terms with respect to the provision in question. (g) Your Amendment/Modification. No modification to these Terms by you shall be effective unless in a writing signed by both you and a duly authorized representative of HMH. (h) No Waiver. No term or provision hereof shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach. (i) Severability. In the event any provision of these Terms is held illegal, void or unenforceable, to any extent, in whole or in part, as to any situation or person, the balance shall remain in effect and the provision in question shall remain in effect as to all other persons or situations, as the case may be.
If you have questions or comments about these Terms, please contact us at email@example.com or by physical mail at:
Houghton Mifflin Harcourt Publishing Company
222 Berkeley Street
Boston, MA 02116
ATTN: HMH Developers Network - API