Ai2 Asta Scientific Corpus Tool License Agreement
Last updated: August 26, 2025
This Asta Scientific Corpus Tool License Agreement (“Agreement”) is a legal agreement between you as an individual and your business, organization, academic institution, or entity (together, “Licensee” or “you”) and The Allen Institute for Artificial Intelligence, a 501(c)(3) nonprofit corporation (“Ai2” or “us”). This Agreement governs your use of Ai2’s Asta Scientific Corpus Tools and other software application tools for developing and evaluating scientific research agents in connection with Ai2’s academic research database through the Model Context Protocol (MCP) and related products and services for Asta (collectively, “Asta”) that Ai2 provides or makes available to you under this Agreement (collectively, “Tools”).
If you access, download, or use any Tools, you hereby accept and agree and bind your organization to this Agreement and consent to Ai2’s Privacy Policy. You further agree to comply with Ai2’s Business Partner Code of Conduct and Responsible Use Guidelines. You represent and warrant that you have the full right, power, and authority to consent to and enter into this Agreement.
If you do not agree, you may not access or use the Tools and must discontinue all use of the Tools as your sole and exclusive remedy. If there is a separate agreement regarding your use of the Tools that is signed by authorized representatives of both Ai2 and Licensee (“Related Agreement”), such terms will also govern and supplement this Agreement.
Ai2 may modify or amend this Agreement at any time and will provide notice of any such changes by updating the “last updated” date on this page. Your continued use of the Tools after any such changes will constitute your acceptance and agreement to the updated terms.
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License. Ai2 grants to you a limited, non-exclusive, non-transferable, non-sublicensable and terminable license to access and use the Tools solely for academic and non-commercial research and benchmarking purposes.
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Tool Key. Subject to Ai2’s approval and your compliance with this Agreement, you will be provided a unique identifier to authenticate and use the Tools (“Tool Key”). You will not disclose or allow anyone else to use the Tool Key other than your employees and contractors who are authorized to use the Tools for your organization (“Authorized Users”). You are fully responsible and liable to Ai2 for all acts and omissions by Authorized Users. All references to “Licensee” and “you” in this Agreement also include Authorized Users.
a. Availability. Ai2 will use reasonable efforts to make the Tools available. Your use of the Tools is “at will” and Ai2 may limit, restrict, suspend, disable, or terminate your Tool Key or access to the Tools at any time in Ai2’s sole discretion without notice or liability. Any features of the Tools are subject to change, and Ai2 may modify, update, improve, discontinue, make fixes and corrections at any time in its sole discretion.
b. Rate Limits. You will not attempt to exceed or circumvent limitations on access, calls, and use of the Tools ("Rate Limits"). If you exceed the Rate Limits or Ai2 reasonably believes that you have attempted to circumvent Rate Limits or any other technical controls and safeguards implemented for the Tools, Ai2 may throttle your usage at Ai2’s discretion. Ai2 may take any action to permanently block and restrict your access and use of the Tools for continued attempts to exceed or circumvent the Rate Limits or any other technical controls and safeguards implemented for the Tools.
c. Usage Statistics. Ai2 may monitor your use of the Tools for performance and to improve its functionality and verify your compliance with this Agreement. Ai2 may take any action necessary to investigate, mitigate or address any suspected or actual security threats, fraud, illegal activities, and excessive bandwidth usage. Ai2 will use reasonable efforts to provide notice of any suspension and resume access as soon as the cause of the suspension event has been cured.
d. Support. If you encounter any bugs, errors, or technical issues with the Tools, please contact @asta-support@allenai.org. Ai2 will use reasonable efforts to address or resolve any reported issues in its sole discretion.
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Outputs. You may provide input to the Tools (“Inputs”) and receive output from the Tools based on your Inputs (“Outputs”) through the Tool Key. As between you and Ai2, you are responsible for your Inputs and you own the Outputs generated through your use of the Tools and Asta. You are responsible for ensuring that the Outputs are used solely for academic and non-commercial research and benchmarking purposes. Ai2 may use Inputs and Outputs to provide, maintain, develop, and improve the Tools and Asta.
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Third-Party Products. You are solely responsible for verifying your use of the Tools and Asta in connection with any third party models, agents, systems, products, and services (collectively, “Third-Party Products”), and for complying with their respective terms, conditions, and policies (collectively, “Third-Party Terms”). You agree that your use of the Tools and Asta will not conflict with or violate any Third-Party Terms or your obligations herein. Ai2 will have no liability for your use of any Third Party Products and will not be responsible for addressing any technical or other issues related to the same.
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Use Restrictions. Except as otherwise expressly set forth in this Agreement, you will not and will not attempt, assist, or enable others to:
a. repackage, sell, rent, lease, lend, distribute, or sublicense your Tool Key or any Tools;
b. use the Tools or Outputs in violation of applicable laws;
c. infringe, misappropriate, or violate the rights of third parties;
d. remove or alter any copyright, trademark or other legal notices that accompany the Tools, Outputs, and Asta;
e. use the Tools in any manner that could undermine the security of Asta, the Tool Key, or the Tools;
f. use the Tools for commercial purposes, including to develop or improve any commercial products, offerings, and services;
g. interfere with, contravene, or disrupt Ai2 servers or networks connected to the Tool Key or the Tools;
h. transmit any harmful or malicious software, viruses, worms, defects, or Trojan horses; or
i. copy, adapt, reformat, reverse-engineer, disassemble, decompile, or otherwise modify the Tools or Asta, including its corpus and underlying contents therein, or attempt to do or assist anyone in doing any of the foregoing.
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Intellectual Property Rights. Ai2 and its licensors own and will retain all right, title, and interest in and to the Tools and Asta, including all platforms, software, source code, algorithms, programs, websites, databases, modifications, and derivative works thereof, together with all copyright, trademark, patent, and other proprietary and intellectual property rights thereof (collectively, “Ai2 IP”). This Agreement does not transfer, assign, or convey to you any rights or exclusivity to any Ai2 IP. Ai2 reserves all rights not expressly granted or set forth herein.
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Attribution. In any publication of your research that involves your use of the Tools or Asta, you will include an attribution to Ai2 that acknowledges that you used the Asta Scientific Corpus Tool by The Allen Institute for Artificial Intelligence. Ai2 may reference your name and organization as a user in any marketing and informational materials in connection with the Tools and Asta.
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Feedback. Any solicited or unsolicited feedback, suggestions, ideas, comments, improvements, or other input about the API (collectively, “Feedback”) that you provide to Ai2 is voluntary. Ai2 may use Feedback for any purpose whatsoever, without notice, restrictions, confidentiality obligations or liabilities of any kind.
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Disclaimer. THE TOOL KEY, TOOLS, AND ASTA ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” BASIS. AS SUCH, YOUR USE OF THE TOOL KEY, TOOLS, AND ASTA IS AT YOUR SOLE RISK AND DISCRETION. AI2 MAKES NO CLAIMS, PROMISES, OR GUARANTEES ABOUT THE QUALITY, ACCURACY, COMPLETENESS OR RELIABILITY OF THE TOOLS OR ASTA, OR ANY DOCUMENTATION RELATED TO THE FOREGOING, NOR THAT THEY WILL ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE WITH OTHER SOFTWARE OR TECHNOLOGIES, OR BE ERROR FREE. AI2, ITS RELATED ENTITIES AND LICENSORS ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE INOPERABILITY OR UNAVAILABILITY OF THE TOOLS OR ASTA. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AI2 HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
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Indemnification. You will defend, indemnify, and hold harmless Ai2, its related entities, and their owners, directors, officers, employees, agents, and representatives from and against any claims, losses, penalties, actions, demands, costs, damages, liabilities, and reasonable attorney fees and other legal fees (collectively, “Claims”) incurred by Ai2 arising from or related to: (a) your breach of any representation, warranty or obligation under this Agreement; (b) your negligence or willful misconduct in connection with your use of Outputs, Tools, and Asta; (c) your use of Ai2 IP in any manner that is not consistent with the associated documentation provided by Ai2 or as expressly authorized under this Agreement, including in combination with third party tools, data, software, hardware, and technology not provided by Ai2 or approved in writing by an authorized representative of Ai2; or (d) your violation of applicable laws in connection with your activities under this Agreement. You may not settle any Claims against Ai2 unless an authorized representative of Ai2 provides written approval for the same and consents to the terms of such settlement, and further provided that Ai2 will have the right, at its option, to defend itself against any such Claims or to participate in the defense thereof by counsel of its own choice.
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Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL AI2, ITS RELATED ENTITIES, LICENSORS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, OR REPRESENTATIVES BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN ANY WAY RELATING TO OR IN CONNECTION WITH THIS AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN NO EVENT WILL AI2’S AGGREGATE LIABILITY FOR DIRECT DAMAGES, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED ONE HUNDRED US DOLLARS ($100).
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Termination. This Agreement will remain in effect until either Ai2 or you terminate your use of the Tool Key and the Tools. Upon termination, all licenses granted herein will immediately terminate and you will cease all use of the Tool Key and the Tools. In the event of any termination, all terms and provisions reasonably interpreted to survive termination will survive, including without limitation: liabilities accrued before the termination date, and the provisions of this Agreement concerning proprietary rights, indemnity, disclaimers of warranty, limitation of liability, and governing law.
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Governing Law. This Agreement will be governed by the laws of the State of Washington, without regard to its choice of law or conflict of laws principles. Any disputes under this Agreement will be resolved in a court of general jurisdiction in King County, Washington. You hereby expressly agree to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose of resolving any dispute related to this Agreement.
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Trade Controls. You are solely responsible for ensuring that your use of the Tools and Asta comply with applicable trade laws, including applicable U.S. sanctions and export control laws. Without limiting the foregoing, you hereby acknowledge and agree:
a. You will not use the Tools and Asta in or for the benefit of, or export or re-export your Tool Key or any Tools to, any U.S. embargoed countries (including, as of the last updated date of this Agreement, Cuba, Iran, North Korea, Syria, and Crimea, Luhansk, and Donetsk regions of Ukraine) or to any party on any U.S. government list of sanctioned or restricted parties, including but not limited to the Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals (aka the SDN List), the Department of Commerce, Bureau of Industry and Security’s Denied Persons List and Entity List, and any other applicable restricted party lists promulgated by OFAC, the U.S. Departments of Commerce or State, or other agencies of comparable jurisdiction, inside or outside the U.S., now or in the future (each, a “Restricted Party List”).
b. You and your Authorized Users are not located in any U.S. embargoed countries, are not identified on any Restricted Party List, and you will comply with applicable sanctions and export control laws, including any “know your customer” requirements or obligations applicable to your Authorized Users. You will periodically screen your own personnel, contractors, and any third-parties who will access the Tools and Asta through your Tool Key against all applicable Restricted Party Lists.
c. You shall promptly notify Ai2 of any change that would impact your eligibility to access the Tools and Asta, including but not limited to, any addition to a Restricted Party List or any relevant change in your geographic location or ownership and control.
d. Without limiting the foregoing, you represent and warrant that your Tool Key and use of the Tools and Asta will not be utilized for any military or weapons development purpose, including those prohibited by the U.S. Export Administration Regulations (EAR) 15 C.F.R. Part 744.
e. If requested by Ai2, you shall provide documentation satisfactory to Ai2 verifying your geographic location and/or point of access for your Tool Key and use of the Tools and Asta. Ai2 reserves the right to restrict access to the Tool Key, the Tools, and Asta from certain geographic locations or to certain individuals or entities to ensure compliance with applicable export control laws and regulations. Ai2 may suspend or terminate your access to your Tool Key, Tools, and Asta immediately if Ai2 determines, in its sole discretion, that your use or access may violate any sanctions or export control laws or regulations.
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US Government Users. Notwithstanding anything to the contrary in this Agreement, if you are an agency, instrumentality, or department of the federal government of the United States, then this Agreement will be governed exclusively in accordance with US federal laws in an appropriate venue. Further, and notwithstanding anything to the contrary in this Agreement, terms that include indemnifications and warranties, acceptances of and/or limitations of or releases of liabilities, and terms concerning claims, demands, complaints and disputes will be subject to and limited by the Contract Disputes Act (41 U.S.C. §§601-613), the Tucker Act (28U.S.C. § 1346(a) and § 1491), or the Federal Tort Claims Act (28 U.S.C. §§ 346(b), 2401-2402, 2671-2672, 2674-2680) or other applicable governing authority. Specific legal remedies or limitations thereof, or limitations of or acceptance of liabilities cited herein are subject to those traditionally available in lawsuits against the US federal government and/or are specifically permitted by US federal law. Agreements are renewed only upon acceptance. Any additional terms or conditions, future modifications to such or documents incorporated by reference, attached as exhibits or other attachments now or at any future date are subject to this clause. No funds are obligated by this Agreement and any fines, penalties or fees will not apply. All confidentiality provisions or use of information provisions contained herein are subject to the provisions of US federal law, including the Freedom of information Act, the Whistleblower Protection Act (hereby incorporated herein) and other pertinent US federal laws and regulations governing confidential or proprietary or otherwise protected information.
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Miscellaneous. You may not transfer or assign your Tool Key or this Agreement, in whole or in part, without Ai2’s prior written consent issued by an authorized representative of Ai2. If for any reason a court of competent jurisdiction finds any term or provision of this Agreement invalid or unenforceable, it will be enforced to the maximum extent permissible, and all other terms and provisions of this Agreement will remain unmodified and in full force and effect. This Agreement, together with any Related Agreement, Asta documentation, and the Ai2 policies referenced in this Agreement are hereby incorporated by reference and constitute the entire agreement between you and Ai2 with respect to your use of the Tool Key and the Tools and supersedes all prior and contemporaneous understandings and agreements. To the extent of any conflict or inconsistency in the terms, the following order of precedence will apply: (i) Related Agreement, (ii) this Agreement, (iii) the Ai2 policies referenced herein, and (iv) Ai2 documentation related to the Tools and Asta.
Contact. If you have any questions about the Asta Scientific Corpus Tool Key, please contact asta-support@allenai.org. If you have any questions about this Agreement, please contact legal@allenai.org.
Version History
- August 2025 (Current Version)
Original version.