ORCID Membership Terms and Conditions
1. Grant of License from ORCID and Member Benefits.
Member shall have the Member Benefits available to its category of ORCID membership which shall include at a minimum those benefits set forth in this Article 1. Member Benefits may be added and amended from time to time by ORCID beyond those set forth in this Article 1, and current Member Benefits shall appear on the ORCID website. All Member Benefits are subject to these Terms and Conditions. The license set forth in Section 1.1 and the other Member Benefits shall remain in effect for the Initial Term (or the relevant Renewal Term) set forth in ORCID Membership Application, unless earlier terminated under Article 8, or restricted under Section 4.2.
1.1 Grant of License. As of the Effective Date, and subject to timely payment in full of the fees set forth in the ORCID Membership Application, ORCID grants to Member a non-transferable license to use the Member API Credential(s) to access the Member APIs, and read, deposit/edit and Use Record Data subject to the relevant Privacy Settings and these Terms and Conditions. All rights not expressly granted herein are reserved by ORCID. Nothing herein shall require Member to exercise any of the Member Benefits.
1.2 Service Providers. As used in this Section 1.2, “Service Provider” means an organization that provides services or products to other organizations based on the use of an API credential, other Member Benefits, or the creation or authentication of ORCID identifiers. Service Providers must require their customers to make use of their own API credentials, whether in the form of the free Public API Credential or a paid Member API Credential. ORCID reserves the right to determine if an application requires a separate API credential; therefore, Service Providers are encouraged to discuss their plans with ORCID in advance of implementation.
1.3 Deposit/Edit Data. Member shall have the ability to deposit and edit Record Data in existing ORCID Records where the relevant Individual has granted Member authority as a Trusted Organization, subject to the following:
(i) Member shall only deposit/edit the type and scope of Record Data for which it has consent from an Individual through the ORCID mechanism for granting consent to Trusted Organizations.
(ii) Member shall only deposit/edit Record Data that to the best of its knowledge at the time of deposit/edit is true and correct and is associated with the correct Individual and ORCID Identifier. If after the time of deposit/edit, Member becomes aware that any Record Data it deposited/edited is incorrect, Member shall correct or inform the relevant Individual and ORCID. Member is under no obligation to update Record Data other than to correct any Record Data that were not true and correct at the time of deposit/edit or inform ORCID and the relevant individual that such Record Data is incorrect, and shall have no liability for ORCID’s continued Use of uncorrected Record Data after Member has corrected it or informed the relevant Individual and ORCID.
(iii) If Member deposits/edits any links to articles, blogs, data sets or other works which may be subject to intellectual property protection, Member shall only do so in a manner that does not to its knowledge violate the copyright or any other intellectual property rights of a third party.
(iv) Subject to these Terms and Conditions, Member grants to ORCID a fully-paid, royalty-free, non-exclusive, worldwide, perpetual, irrevocable license for any and all rights necessary to allow ORCID and the public to Use such Member-deposited/edited Record Data, subject to any Privacy Settings.
1.4 Data Searching, Downloads and Alerts. Member shall have access to the Member APIs to query the ORCID Registry and download Record Data, including Limited Access Data if granted the right by the relevant Individual or Trusted Individual. In addition, Member shall have access to a mechanism for periodically synchronizing changes in the Public Data File.
1.5 Technical Support. Member shall have access to technical support relevant to its level of membership, which must be coordinated through its Technical Contact set forth in the ORCID Membership Application.
1.7. Nominations for ORCID Board & Governance Rights. Member shall have the rights of a member under the ORCID bylaws. Individuals representing Member may be nominated to serve on the ORCID Board of Directors, consistent with ORCID’s bylaws, which are available on the ORCID website (info.orcid.org/our-governance/bylaws). The Main Contact listed on the ORCID Membership Application Form shall be the person who represents Member for purposes of (i) notice under the ORCID bylaws and (ii) membership voting, and who otherwise acts on behalf of Member under the ORCID bylaws.
1.8 Limitations on Member’s Use. Member is prohibited from and agrees to the following restrictions:
- Not to allow any other entity to use its Member API Credential(s) except to assist Member on Member’s own behalf;
- Not to disclose to any other person or entity Limited Access Data unless (i) such data is publicly available from another source, or (ii) Member provides notice to the Individual how and to whom such data will be disclosed.
- Not to deposit/edit types of data other than those permitted by a specified field, and not to include any full works in such fields (in other words, only metadata and links to works may be deposited and not texts of articles, blogs, or publications and datasets);
- Not to deposit, edit, or modify any ORCID Record in a manner that knowingly makes it false, untrue, misleading or libelous in whole or in part, or knowingly make use of any ORCID Record in any manner that does any of the foregoing or violates the rights of publicity or privacy of any individual;
- Not to use any Record Data to contact any Individual for marketing purposes without giving the Individual the right to opt-out of such marketing communications;
- Not to Use Record Data to send “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or similar schemes;
- Not to use Record Data to harass, abuse or harm another person;
- Not to override, circumvent, or disable any encryption features or software protections employed to protect the security of the Member API Credential(s), the ORCID Registry or Record Data;
- Not to manipulate identifiers to disguise the origin of any Record Data; knowingly upload or post any Record Data that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any software, hardware, or telecommunications equipment; or intentionally interfere with or disrupt ORCID servers or networks;
- Not to use any or all of the Member API Credential(s) or its Member Benefits, to create a service or product that allows organizations to obtain the benefits of those Member Benefits without being an ORCID Member; and
- Not to use any or all of the Member API Credential(s), the Member Benefits, the Member APIs, or the ORCID Registry in violation of these Terms and Conditions, or in any manner that is otherwise illegal in the United States of America (“U.S.”) and the jurisdiction in which Member is located if other than the U.S.
1.9 Limitations on ORCID’s Use. ORCID shall only use and make available Record Data via the ORCID Registry and the Public Data File as permitted by these Terms and Conditions, and to the extent that any Record Data is edited or removed as permitted by these Terms and Conditions, the viewable Registry and future Public Data Files shall reflect such changes.
2. Intellectual Property Ownership.
2.1 Ownership of ORCID Registry and Marks. As between the Parties, ORCID owns all rights, title, and interest, including without limitation, applicable database rights, in and to the ORCID Registry and the software developed by ORCID, the System Data, the Member APIs, the Member API Credential(s), and the ORCID Marks, as defined in Section 2.2 (collectively, the “ORCID Intellectual Property”); provided, however, ORCID Intellectual Property does not include any individual data elements in the ORCID Registry. ORCID makes its Registry software available on ORCID’s website (info.orcid.org/open-source-project-license) under an open source license whenever legally possible.
2.2 Use of ORCID Trademarks. Member is encouraged to use ORCID’s name, logo, and other trademarks (the “Marks”) to announce its use of the ORCID Registry and its status as an ORCID member, provided that Member correctly identifies the Marks as a trademark under US and other laws if requested by ORCID. (See ORCID Brand Guidelines on the ORCID website: info.orcid.org/brand-guidelines) Member may not use the Marks in any way likely to cause confusion as to the origin of goods or services or to suggest endorsement by ORCID, except as specifically approved in advance by ORCID in writing.
3. Delivery and General Support.
3.1 Unavailability of the ORCID Registry. ORCID shall use commercially reasonable efforts to provide continuous availability of the ORCID Registry and the Member Benefits. However, Member recognizes that the ORCID Registry and the Member Benefits may not be available from time to time due to maintenance of the server(s), the installation or testing of software, and downtime relating to equipment or services outside the control of ORCID including, but not limited to, telecommunications services or internet nodes or facilities; provided, however, that ORCID shall give Member reasonable advance notice of any downtime within ORCID’s reasonable control.
3.2 Premium Members. For those Members who elect premium membership, in addition to the commitments set forth in these Terms and Conditions, ORCID shall provide Premium benefits listed on the ORCID website (info.orcid.org/membership).
4. Privacy, Security and Usage Data.
4.2 Protection of the Member API Credential(s), the ORCID Registry and ORCID Record Data. Member agrees to use the Member APIs and its Member API Credential(s) only as set forth in these Terms and Conditions and shall take reasonable efforts to protect the Member API Credential(s) from any security breaches or other use that is in violation of these Terms and Conditions or applicable law. Member shall be liable for its intentional misconduct or negligent use of its Member API Credential(s). Member agrees to notify ORCID promptly upon (i) learning of any violation or alleged violation of these Terms and Conditions or security of a Member API Credential(s) or the ORCID Registry or (ii) becoming aware that any Record Data the Member has deposited/edited violates or may violate the rights of privacy, publicity or other rights of an Individual. Furthermore, Member shall cooperate fully with ORCID in investigating and curing any alleged violations, including without limitation, assisting ORCID in providing any Individuals with required notices. Additionally, in the event of a violation of the Agreement, Member understands and agrees that ORCID may (in addition to taking legal action) impose restrictions on the use of its Member API Credential(s) and access to the ORCID Registry until the violation is cured or the Agreement is terminated by ORCID pursuant to Article 8.
4.3 Monitoring and Gathering Usage Data. To protect the security of Member API Credential(s) and the ORCID Registry against unauthorized uses and to learn about the uses made of the ORCID Registry and the Member APIs, ORCID may monitor activity and use of Member API Credential(s) and the Member APIs.
4.4 Standard Contractual Clauses. For EU/EEA Members: If ORCID and the Member have entered into Standard Contractual Clauses (Controller to Controller and Controller to Processor), transfers of personal data to ORCID and the processing of such data by ORCID hereunder are subject to the Standard Contractual Clauses.
Member shall make payments to ORCID under the terms set forth in the ORCID Membership Application form. ORCID reserves the right to freeze access to Member’s API Credential(s) in the event of late payment of undisputed fees. Notwithstanding Section 7.2, Member will be liable for all actual, direct and reasonable costs and expenses (including without limitation, reasonable attorneys’ fees) incurred by ORCID in collecting any past due amounts.
6. Disputed Data; Withdrawal of Data from the ORCID Registry.
ORCID shall assist in resolving disputes between users (including, without limitation, between Individuals, Member, and other members) of the ORCID Registry regarding ORCID Identifier ownership claims, data accuracy and integrity, and Individual identity, in accordance with policies and procedures set forth in the ORCID Dispute Procedures, which is incorporated herein by reference. Notwithstanding the foregoing, ORCID makes no representation about and shall not be responsible for the accuracy of data deposited in the ORCID Registry. ORCID reserves the right to remove from the ORCID Registry and its servers any Record Data or disable access to parts of the ORCID Registry as it deems necessary.
7. General Representations and Warranties, Disclaimers, Limitation of Liability.
Each Party represents and warrants that it has the authority to enter into the Agreement, and to bind that Party to these Terms and Conditions. Member further represents and warrants that it has caused the ORCID Membership Application Form to be executed by a duly authorized representative. The Parties acknowledge that except as set forth herein, neither Party makes any representations or warranties regarding (a) misuse of Record Data by third parties; (b) freedom from defamation or infringement of rights of privacy though use of the Record Data; (c) lack of viruses, bugs or other impairments to computer systems and software; and (d) links to other websites and content found there.
7.1 Disclaimer. OTHER THAN THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THESE TERMS AND CONDITIONS, THE ORCID REGISTRY, RECORD DATA, THE PUBLIC DATA FILE, THE MEMBER API CREDENTIAL(S), THE MEMBER APIs, AND/OR THE MEMBER BENEFITS (individually and collectively, the “ORCID SYSTEM”) ARE PROVIDED ON AN “AS IS” BASIS, AND ORCID AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, AND REPRESENTATIVES (individually and collectively, the “ORCID PARTIES”) DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND (EXPRESS, IMPLIED, ORAL, OR WRITTEN) RELATING TO THE ORCID SYSTEM, INCLUDING WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF QUALITY, PERFORMANCE, COMPATIBILITY, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE.
7.2 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF EITHER PARTY (INCLUDING ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS AND REPRESENTATIVES) IN CONNECTION WITH THE AGREEMENT SHALL NOT EXCEED TWO TIMES THE FEES DUE TO ORCID UNDER THE AGREEMENT DURING THE INITIAL TERM OR THEN-CURRENT RENEWAL TERM. IN NO EVENT SHALL THE PARTIES (INCLUDING THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS AND REPRESENTATIVES) BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. FOR THE AVOIDANCE OF DOUBT, ANY PAYMENTS FROM MEMBER TO ORCID IN CONNECTION WITH A CLAIM BY A THIRD PARTY AGAINST ORCID SHALL NOT BE DEEMED TO BE AN INDIRECT OR CONSEQUENTIAL DAMAGE FOR PURPOSES OF THE PRECEDING SENTENCE.
8. Term and Termination.
8.1 Term/Renewal Term. The Agreement shall continue in effect for the period set forth in the ORCID Membership Application and shall automatically renew. Prior to the end of the the Initial Term or any Renewal Term, ORCID shall provide a renewal notice to Member setting forth the expiration date for the then-current term, the dates of the Renewal Term, the relevant fees for the Renewal Term, and the due date for such fees. Member shall have 30 days from the date of such renewal notice to provide a counter-notice to ORCID if it intends not to renew its membership. Each Renewal Term shall be one year and shall commence the first day following the end the Initial Term or a Renewal Term (unless otherwise set forth in a renewal notice from ORCID). A renewal shall not require signature of the parties, and shall be deemed to have occurred if Member does not provide a counter-notice of termination within such 30-day period. Failure to make timely payment in absence of a waiver from ORCID shall result in an automatic termination of the membership upon notice from ORCID.
8.2 Termination without Cause. ORCID shall have the right to terminate the Agreement at the end of the Initial Term or any Renewal Term by providing at least 60 days’ notice prior to the end of the term.
8.3 Termination for Breach. In the event that either Party believes that the other Party has materially breached any obligations, representations, or warranties under the Agreement, such Party shall so notify the breaching Party in writing. The breaching Party will have ten (10) days from the receipt of such notice to cure the alleged breach and to notify in writing the non-breaching party that such cure has been effected. If the breach is not cured within the 10-day period, the non-breaching party shall have the right to terminate the Agreement immediately upon written notice. Nothing in this Section 8.3 shall limit ORCID’s rights under Section 4.2.
8.4 Effect of Termination. Upon the expiration or earlier termination of this Agreement, whichever comes first, Member’s access to the Member API Credential(s), Member APIs and Member Benefits shall be immediately terminated. To the extent that Member has deposited/edited any Record Data, such Record Data will remain in the ORCID Registry unless removed by an Individual or designated Trusted Individuals(s) and Trusted Organizations before termination, or by ORCID pursuant to Article 6. Notwithstanding the foregoing, Member shall have the ability to correct any information it discovers is incorrect after termination by informing ORCID, and ORCID shall seek to promptly correct the inaccuracy with the Individual and/or through the ORCID Dispute Procedures.
8.5 Survival. The provisions of Section 1.2(ii) (correction of Record Data), Section 1.3(iv) (License to ORCID), Section 1.8(ii)(use of Limited Access Data), Section 1.9 (Limitations on ORCID’s Use), Section 2.1 (Ownership of ORCID Registry and Marks) and the last sentence of Section 2.2 (use of ORCID Trademark), Article 6 (Dispute Procedures), Article 7 (General Representations and Warranties, Disclaimers, and Limitation of Liability), this Article 8 (Term and Termination), Article 9 (Miscellaneous), and Article 10 shall survive any termination or expiration of this Agreement and continue in effect.
9.3 Notices. All notices required or given pursuant to the Agreement (or any part thereof) or ORCID’s bylaws shall be in writing in English and shall be effective if sent as follows: (i) by internationally recognized courier (e.g., FedEx, UPS), or (ii) by electronic mail. Notice shall be deemed given and received on the next business day following the scheduled delivery date for courier and the next business day following the date sent for electronic mail. Notice shall be addressed and delivered to the Main Contact set forth in the ORCID Membership Application, which Member shall keep up to date. Either Party may change the name and contact information for notice by providing notice to the other Party in accordance with this Section.
9.4 Disputes/Governing Law. The Agreement (or any part thereof) shall be interpreted under and governed by the laws of the State of New York, United States, excluding any laws that might direct the application of the laws of another jurisdiction. The Parties expressly exclude, if applicable, the application of the United Nations Convention on Contracts for the International Sale of Goods. Except for disputes described in Section 6 which shall be governed by the ORCID Dispute Procedures, if the Parties cannot resolve disputes arising out of or relating to the Agreement in an amicable manner, they shall do so through a desk arbitration administered by the American Arbitration Association in the case of domestic disputes and the International Centre for Dispute Resolution of the American Arbitration Association in the case of international disputes (either, the “AAA”) governed by its applicable rules, as modified by the following: (i) regardless of the amount in controversy, the matter shall be determined by one arbitrator familiar with the information technology sector based upon written submissions in English and one or more telephonic hearings in English (as determined by the arbitrator); (ii) the Parties shall submit documents pertaining to the arbitration consistent with AAA rules and as directed by the arbitrator; and (iii) the arbitrator shall render a final binding decision 14 days after the arbitrator declares the hearing closed. The Parties agree that a judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction thereof. Notwithstanding the foregoing, either Party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or may, without waiving any remedy under the Agreement, seek from any court located in New York, New York, United States (and the Parties consent to such jurisdiction) injunctive or any other type of equitable relief that is necessary to protect the rights or property of that Party, pending arbitration or final determination of the merits of the controversy via arbitration. Member acknowledges that unauthorized use of the Member API Credential(s), the ORCID Registry, and/or security breaches might cause ORCID irreparable harm.
9.6 No Agency, Joint Venture or Partnership. Nothing contained herein shall be deemed to create an agency, joint venture, or partnership relationship between the Parties.
9.7 No Third Party Beneficiaries. The Agreement has been entered into for the sole benefit of Member and ORCID and is not intended for the benefit of any third party, regardless of any laws to the contrary.
9.8 Waiver or Invalidity of any Provision. Waiver of any provision herein shall not be deemed to be a waiver of any other provision herein, nor shall waiver of any breach of the Agreement be construed as a continuing waiver of other breaches of the same or other provisions of the Agreement. If any provision(s) of the Agreement is/are held to be invalid, illegal, unenforceable, or in conflict with the law of any jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.
9.9 Force Majeure. No Party shall be in breach of the Agreement to the extent a failure to perform an obligation hereunder results from a condition(s) that is beyond the Party’s reasonable control, including, but not limited to, strikes, labor disputes, terrorist acts, epidemics or pandemics, or governmental requirements.
9.10 Ethical Behavior. Each Party represents and warrants that it has not and shall not, nor to its knowledge has or will any person acting on its behalf, act in violation of applicable anti-bribery and corruption laws in effect in its jurisdiction(s) of operation or its own internal policies related to such matters. Notwithstanding any other provision of the Agreement, any breach by either Party of this Section 9 may be regarded by the other Party as incapable of remedy and permitting the non-breaching Party, without prejudice to its other rights and remedies, to terminate the Agreement immediately upon notice.
9.11 Drafting. The Agreement shall not be construed or interpreted against either Party as the drafter.
API or ORCID API: See Member APIs below.
Effective Date means the date on which the Agreement initially becomes effective and is set forth on the ORCID Membership Application.
Individual means a person about whom an ORCID Record exists or is being created.
Initial Term means the duration of the Agreement as set forth in the ORCID Membership Application.
Limited Access Data means Record Data that is viewable through the ORCID Registry only by the Individual, a Trusted Individual or specified Trusted Organizations.
Member means any organization that has entered into an agreement with ORCID relating to use of the ORCID Registry, Member API Credential(s), and the Member APIs, or otherwise meets conditions established by ORCID.
Member APIs means APIs that interact with the ORCID Registry through Member API Credential(s).
Member API Credential(s) means a unique passcode provided by ORCID to Member to use the Member APIs.
Member Benefits means the use of the aspects of the ORCID Registry only available to Members as described in Article 1 of these Terms and Conditions and on the ORCID website as amended by ORCID from time to time.
ORCID Dispute Procedures means the procedures ORCID uses to assist Members and other users of the ORCID Registry to resolve disputes about the accuracy of Record Data, posted on the ORCID website, as amended from time to time by ORCID.
ORCID Identifier means the globally unique identifier assigned by ORCID to an Individual.
ORCID Record means the information about an Individual in the ORCID Registry other than System Data.
ORCID Registry means the ORCID database that contains all Record Data.
Public API Credential means a unique passcode to access the free ORCID Public API, which allows organizations that are not ORCID Members to connect their systems and applications to the ORCID Registry with machine-to-machine communication and read public data.
Public Data File means a downloadable file of all Public Data in the ORCID Registry on a given date from Records created or claimed by an Individual.
Record Data mean the individual data elements in a Record, including the ORCID Identifier and metadata associated with linked research objects. A link, but not the linked object itself (e.g., text or full metadata), is considered part of Record Data.
Renewal Term means each successive one-year term following the Initial Term, unless otherwise set forth in a renewal notice.
System Data means data associated with a Record that is not part of the visible ORCID Registry, such as a password.
Terms and Conditions means these ORCID Membership Terms and Conditions.
Trusted Individual means a person to whom an Individual has given the authority to manage an ORCID record on his or her behalf, including setting privacy settings, editing and depositing data and naming Trusted Organizations.
Trusted Organization means a Member that has been granted rights by an Individual (or his/her Trusted Individual(s)) to deposit and edit Record Data and/or read Record Data that has been marked “Limited Access”.
Use means use, store, sublicense, reproduce, modify, transmit, distribute, publicly perform and publicly display, including for commercial use.