Last updated: August 22, 2017
NameShouts Inc. ('NameShouts', 'we', 'us' and/or 'our') provides an application programming interface (NameShouts API). 'User', 'you' and/or 'your' means an individual or entity end user of the Services. The NameShouts API allows you to connect to our application and retrieve information related to names and languages available in our database.
These Terms of Service (“Terms”) specifically govern your access and use of the NameShouts API. For the purpose of this Agreement, "API" means programmatic web API and associated tools and documentation that NameShouts makes available under this Agreement. You may only use the API as permitted hereunder on behalf of a company, entity, or person if you have full legal authority to accept this Agreement on their behalf and bind them to this Agreement.
PLEASE REVIEW THIS ENTIRE AGREEMENT (INCLUDES OUR WEBSITE TERMS AND PRIVACY POLICY) CAREFULLY. THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU AND NAMESHOUTS INC, A CANADIAN CORPORATION. THE SERVICE IS OFFERED TO YOU SUBJECT TO THESE TERMS. BY CLICKING “ACCEPT” OR BY ACCESSING THE SERVICE IN ANY MANNER, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, INCLUDING ALL NAMESHOUTS POLICIES THAT HAVE BEEN MADE AVAILABLE TO YOU AND GOVERN YOUR USE OF THE SERVICE. IF YOU DO NOT AGREE TO ABIDE BY THESE TERMS, YOUR SOLE REMEDY IS TO NOT USE OR ACCESS THE SERVICE.
In order to use the Service, you must be the age of majority in your jurisdiction and fully able and competent to enter into these Terms. You represent and warrant that you meet these eligibility requirements. If you are using or opening an account on the Service on behalf of a company, entity, or organization, then you represent and warrant that you are an authorized representative of that entity with the authority to bind such entity to these Terms.
To become an API User, you must register and be approved by NameShouts. As part of the registration and approval process you will be asked to provide your name, email and contact information, the name, email and contact information of the entity or company you represent, as well as details about the NameShouts API application you intend to develop and/or the products and/or services you intend to offer to NameShouts members using the NameShouts API.
It is your responsibility to ensure the information provided to NameShouts is complete, true and accurate throughout your period as a NameShouts API User. If you provide any information that is untrue, inaccurate, not current or incomplete, or NameShouts has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, NameShouts may terminate your NameShouts API license and/or the NameShouts Agreement. Upon being accepted as an API User, you may be issued one API key for use with your NameShouts API.
You are responsible for maintaining the confidentiality of the password and username you provided during the registration process, and you are fully responsible for all activities that occur under your password or account. You agree to immediately notify NameShouts of any unauthorized use of your password or username or any other breach of security.
Any information accessed through the use of this API is owned by NameShouts. All information, including but not limited to the audio of name pronunciation, list of names, gender information, simplified phonetic spellings, that is made available to the User is considered intellectual property owned by NameShouts. Any attempt to copy, record, reproduce, resell, or share with another party is prohibited and considered theft of intellectual property.
Subject to your compliance with the terms and conditions of this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license during the Term to use the NameShouts API solely (i) to enable your Application to interoperate with the NameShouts API or (ii) for developing or enabling Custom-Integrated Business Applications that will only be used by you and your end-users (for the purposes of this agreement, "end-users" refers to the end-users of your application) to interoperate with the NameShouts API in accordance with the terms of this Agreement and any other policies and guidelines published by NameShouts from time to time.
During the Term, you hereby grant to NameShouts a worldwide, non-exclusive, non-transferable and non-sub-licensable (other than to affiliates) royalty-free licence to use your trademarks and logos made available to NameShouts by you as part of this Agreement, solely in connection with the marketing, advertising, and promotion of the NameShouts Solution, including listing you and the your Application on the NameShouts Website; and only in accordance with your reasonable trademark usage guidelines, as updated by you from time to time. You may require NameShouts to cease using your trademarks and logos if, in the reasonable opinion of you, the continued display of your trademarks and logos would cause a materially adverse effect on your image and the goodwill associated therewith.
During the Term, NameShouts grants to you a limited, non-exclusive, non-transferable and non-sub-licensable (other than to affiliates) royalty-free licence to use NameShouts’s trademarks and logos made available to you by NameShouts as part of this Agreement, solely in connection with the marketing, advertising, and promotion of the NameShouts Solution, and only in accordance with NameShouts’s reasonable trademark usage guidelines, as updated by NameShouts from time to time. NameShouts may require you to cease using the NameShouts’s trademarks and logos if, in the reasonable opinion of NameShouts, the continued display of the NameShouts’s trademarks and logos would cause a materially adverse effect on NameShouts’s image and the goodwill associated therewith.
Without limiting any other section of these Terms, you agree not to:
Violations of system or network security may result in civil or criminal liability. In accordance with these Terms, NameShouts will investigate and work with law enforcement authorities to prosecute users who are involved in such violations.
If you provide feedback to NameShouts regarding the Service or Content (“Feedback”), you authorize NameShouts to use that Feedback without restriction and without payment to you. Accordingly, you hereby grant to us a fully paid up, perpetual, irrevocable, worldwide, fully transferable and sub-licensable license to use the Feedback in any manner and for any purpose.
You acknowledge and agree that NameShouts may store, use, reproduce, modify, and transfer to its subcontractors your Data, including Personal Data, solely in connection with delivering the Services under this Agreement. You further acknowledge and agree that NameShouts may store, use, reproduce, Modify, and transfer data that is not related to an identified or identifiable natural person, including aggregated or de-identified data, without limitation, for its internal business purposes, including but not limited to such purposes as analytics, quality assurance, product and service improvement, and new product and service development. You agree to cause your end-users to agree to the same terms as described in this section.
FEES
You will pay to NameShouts the applicable fees described on the NameShouts Website (the 'FEES') during the Term in accordance with the payment terms set out herein.
PAYMENT TERMS
DISPUTED INVOICES OR CHARGES
If you in good faith dispute any portion of a NameShouts invoice or charge, you may provide a dispute notice to NameShouts with written documentation identifying and substantiating the disputed amount within fifteen (15) days from receipt of the applicable invoice or charge, and if applicable, at the time it pays the undisputed portion of such invoice, withhold payment of such disputed portion.
If you do not report or does not provide such substantiating documentation within that period, you shall be deemed to have waived your right to dispute any and all portions of that invoice. For greater certainty, you shall pay all undisputed amounts of that invoice in accordance with the payment terms above.
LATE PAYMENTS
Except for bona fide disputed amounts, any failure to make a payment of any Fees or taxes in strict conformity with the requirements of this “Fees and Payment” section entitle NameShouts to suspend, in whole or in part, access to Services, until such payment is received. Additionally, NameShouts shall assess and you shall pay a charge, compounded monthly, of the lesser of (a) 1.5% per month (19.56% per year) or (b) the highest amount allowed by law on all past due amounts (except amounts disputed pursuant to section "Disputed Invoices or Clauses" above). Furthermore, upon any such failure all outstanding amounts shall become due and payable without further delay.
CERTAIN TAXES
The Fees set out in this Agreement do not include applicable taxes, duties, withholdings, tariffs, levies, customs, capital or income taxes or other governmental charges or expenses, including but not limited to value added tax, sales tax, consumption tax and similar taxes or duties as well as any current or future municipal, state, federal or provincial taxes, and you will pay, indemnify and hold harmless NameShouts from same, other than taxes based on the net income or profits of NameShouts.
THE SERVICE IS PROVIDED "AS IS." NAMESHOUTS MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER RELATING TO THE SERVICE, LINKED SITES, OR OTHER CONTENT THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE SERVICE. NAMESHOUTS EXPRESSLY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS. FURTHER, THERE IS NO WARRANTY THAT THE SERVICE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NAMESHOUTS MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED: (A) THAT THE INFORMATION, DATA AND OTHER CONTENT PROVIDED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, AND COMPLETE AND FREE FROM ERRORS, OMISSIONS, DEFECTS, OR DELAYS IN OPERATION; (B) THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (C) THAT DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED; OR (D) THAT THE CONTENT ON THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
IN NO EVENT WILL NAMESHOUTS OR ITS AFFILIATES, OR ANY PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS, USE, MISUSE, OR INABILITY TO USE THE CONTENT, SERVICE OR ANY LINKED SITES, OR IN CONNECTION WITH ANY LOST OR CORRUPTED DATA OR USER CONTENT OR UNAUTHORIZED THIRD PARTY ACCESS TO ANY DATA OR USER CONTENT, FAILURE OF PERFORMANCE, , DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE. IN THE EVENT THAT YOU HAVE A DISPUTE WITH ANOTHER USER IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICE, YOU RELEASE NAMESHOUTS FROM ANY CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH A DISPUTE. THE MAXIMUM TOTAL LIABILITY OF NAMESHOUTS, ITS AFFILIATES AND LICENSORS TO YOU FOR ANY CLAIM UNDER THIS AGREEMENT, IS THE LESSER OF: (A) THE AMOUNT RECEIVED BY NAMESHOUTS FROM YOU DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) $100.
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND NAMESHOUTS. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.
NAMESHOUTS WILL NOT BE LIABLE FOR DELAYS CAUSED BY ANY EVENT OR CIRCUMSTANCES BEYOND REASONABLE CONTROL, INCLUDING ACTS OF GOD, ACTS OF GOVERNMENT, FLOOD, FIRE, EARTHQUAKES, CIVIL UNREST, ACTS OF TERROR, STRIKES OR OTHER LABOUR PROBLEMS (OTHER THAN THOSE INVOLVING OUR EMPLOYEES), INTERNET SERVICE PROVIDER FAILURES OR DELAYS, OR THE UNAVAILABILITY OR MODIFICATION BY THIRD PARTIES OF THIRD PARTY WEBSITES.
THESE LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF NAMESHOUTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, NAMESHOUTS'S LIABILITY IN SUCH JURISDICTIONS WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
To the maximum extent permitted by applicable law, you hereby release and waive all claims against NameShouts its subsidiaries, affiliates and their respective directors, officers, employees, consultants, agents co-branders and other partners from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising from or in any way related to your use of NameShouts APIs. You expressly waive and relinquish any and all rights and benefits which you may have under any provincial, state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.
To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold harmless NameShouts its subsidiaries, affiliates and their respective directors, officers, employees, consultants, agents co-branders or other partners from and against any third party claim arising from or in any way related to your use of NameShouts APIs, including any liability or expense arising from all claims, losses, damages (actual and/or consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. NameShouts shall use good faith efforts to provide you with written notice of such claim, suit or action.
TERM
This Agreement will commence on the Effective Date and continue to be in effect until your subscription has been terminated in accordance with the terms you agreed to on the NameShouts website at time of signup (the “Term”). For greater certainty, if you have subscribed to an ongoing subscription, then such subscription will automatically renew at its expiry for the same period of time, at the then-current subscription rate described on the NameShouts Website.
Termination for Convenience
Either Party may elect to terminate this Agreement and your subscription to NameShouts services as of the end of your then current Term by providing notice, on or prior to the date thirty (30) days preceding the end of such Term. For clarity, unless this Agreement and your subscription is so terminated, your subscription will renew for a Term equivalent in length to the then expiring Term.
Refunds and Termination Charges
No refunds or credits for Fees will be provided if you elect to terminate this Agreement prior to the end of your Term. If you terminate this Agreement prior to the end of your Term, or NameShouts effects such termination pursuant to Section "Termination for Cause", in addition to other amounts you may owe NameShouts, you must immediately pay any then unpaid Fees associated with the remainder of your Term. This amount will not be payable by you in the event you terminate as a result of a material breach of this Agreement by NameShouts, provided that you provide advance notice of such breach to NameShouts and afford NameShouts not less than thirty (30) days to reasonably cure such breach as provided for in section "Termination for Cause".
Termination for Cause
A Party (refers to either you or NameShouts) may terminate this Agreement for cause (a) upon thirty (30) days’ written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. If this Agreement is terminated by you in accordance with this section, NameShouts will, to the extent permitted by applicable law, refund you any prepaid fees covering the remainder of the Term after the effective date of termination. If this Agreement is terminated by NameShouts in accordance with this section, you will pay any unpaid fees covering the remainder of the Term. In no event will termination relieve you of your obligation to pay any fees payable to NameShouts for the period prior to the effective date of termination.
Survival
The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: 'Reservation of Rights', 'NameShout’s Right to Use Your Data', 'Fees and Payments', 'Confidential Information', 'Disclaimer of warranties', 'Limitation of Liability', 'Release and Waiver of Liability', 'Indemnification', 'General Provisions', 'Limitation of Liabilities', 'Survival', 'Modifications of Terms' and 'Language Terms'.
This Agreement is governed by the laws of the province of Quebec, Canada, regardless of any conflict of law provisions. Any dispute or claim connected to this Agreement will be adjudicated in English either in the Superior Court or Quebec Court of the province of Quebec in the city of Montreal.
NameShouts reserves the right to update, change, add or remove all or part of this Agreement from time to time with or without notifying the User. The User’s continued use of the services following the notice of the changed agreement will constitute the User’s acceptance of such changes. NameShouts reserves the right to refuse any request to modify this agreement.
NameShouts can be notified of any changes or concerns related to the services received through the API by the User at any time via email: contact@nameshouts.com.
It is the express wish of the Parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.