1. Acceptance of Terms
The Site, including all information, data, documents, content, materials, graphics, logos, API code and software (the “Materials”) is made available to you for your personal, non-commercial use and subject to the terms and conditions set forth in these TOS.
IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, THEN DO NOT USE OR ACCESS OUR SITE/SERVICES.
WhoAPI reserves the right to change the TOS from time to time at its sole discretion. Your use of the Site will be subject to the most current version of the TOS posted on the Site. Any changes to the TOS shall be effective as of the date published. You acknowledge and agree that your only remedy if you do not agree with any such change is to stop using the Site and/or our Services.
No amendment or modification shall apply to a dispute under the Section entitled “Disputes — Arbitration” arising, or arising out of events occurring, before the amendment or modification became effective.
2. Eligible Users
You may not use the Site if (i) you are not at least 18 years old, or (ii) you lack legal capacity to enter into legally binding contracts, or (iii) use of the Site or Services is prohibited by law in the country where you are located.
3. Membership and Fees
Access to the Site and some of our Services may be without charge and/or without requiring prior registration. That does not alter the binding effect of these TOS.
Additional Services are made available to users who pay membership fees (“Members”). The rates for membership and Service fees are periodically published on the Site. Before applying for membership or use of any of our chargeable Services, you will be asked to review and accept the fees applicable. All fees are non-refundable and due in advance.
For the purposes of these TOS, “Users” shall refer to both registered and unregistered, paying and non-paying, users.
Users who wish to become Members or purchase our Services may pay the applicable fees via Paypal. Users paying via Paypal are responsible for maintaining their own PayPal accounts, initiating payments and abiding by their PayPal billing agreement. WhoAPI has no direct access to the PayPal accounts of our Users and Users must therefore initiate paid memberships using the PayPal “buy now” link on the Site. WhoAPI is not responsible for other payments sent to us from PayPal accounts not using the “buy now” link on our Site.
Users may also pay their membership fees via wire transfers, but must contact support to create the invoice manually. Due to the manual process, we offer this option only for long term contracts or larger packages.
Memberships and Services are offered at our sole discretion and may be temporarily or permanently disabled at any time for any reason.
4. Use of Materials
Without the prior written consent of WhoAPI, or unless specifically allowed by certain paid Services, Users are not allowed to copy, download, print, distribute, republish, sell or otherwise use or make the Materials available to others.
You may not use the Site or any Services provided through or in connection therewith to: (a) defame, abuse, harass, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; (b) conduct or forward illegal contests, pyramid schemes, or chain letters; (c) publish, post, distribute, disseminate or link to any: (i) inappropriate, profane, defamatory, infringing, obscene, adult content, nude, indecent or unlawful topic, name, material or information; (ii) software or other material protected by intellectual property laws, copyright licenses, rights of privacy or publicity, or other proprietary rights, unless you own, control such rights or have received all necessary consents for your use of such software and other materials; (iii) software or other material that contains viruses, corrupted files, or that may or are intended to damage the operation of another’s computer (e.g., “cracks,” “hacks,” or other programs written to defeat the security measures of any computer, system or program(s)); (d) sell, distribute, disseminate or link to any sites for marketing, sales or distribution of: firearms, explosives, ammunition, liquor, tobacco products, food that is not packaged or does not comply with all applicable laws for sale to consumers by commercial merchants, pharmaceuticals and controlled substances, counterfeit, pirated or stolen goods, fraudulent goods, any goods or services that infringe or otherwise violate a third party’s rights, registered or unregistered securities, goods or services that: (i) you cannot legally sell, (ii) are misrepresented, and/or (iii) if sold, would cause WhoAPI to violate any law, statute or regulation; (e) harvest or otherwise collect information about third parties, including email addresses, without the express consent of such third parties; (f) restrict or inhibit any other user from using and enjoying its rights in the Services or the Site, interfering with or disrupting the Services or the Site service or servers or network connected to the Site; (g)email or otherwise transmit, distribute, publish or disseminate any junk email, spam, chain letters, pyramid schemes, or any other form of duplicative or inappropriate solicitations or messages (commercial or otherwise); (h) violate the rights of any third parties, including, but not limited to, trademark, naming or publicity rights, or (i) violate any applicable government laws or regulations. WhoAPI does not condone or allow spam. You may not use the Site or our Services to advertise, promote, market or solicit offers to acquire goods/services that compete with our Services or Site. WhoAPI will cooperate with legal authorities and Internet service providers in releasing information about users who violate these TOS or any incorporated terms and conditions.
5. Intellectual Property
Except materials provided by you and accepted by us (“your data”), you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, services or benefits obtained from the Site, except as expressly provided herein. Except as to your data, all content, database information, data and services available on, and collected as a whole through this Site, are property of WhoAPI, its affiliates, advertisers and licensors, and are protected by copyrights, trademarks, service marks, patents, trade secrets, and other proprietary rights and laws in the United States and internationally. Certain names, products or services that may be mentioned in the Site may be the trademarks of their respective owners. All rights are reserved.
6. One User per Account
Sharing your Account login information is not allowed. If someone requests your login information please ask them to obtain their own login credentials. Sharing login information will be considered theft and is grounds for Account or membership termination. If you or your company requires more licenses, you may apply for a discount by contacting WhoAPI.
7. Access to the Site
WhoAPI reserves the right to limit or refuse Users access to the Site or any Service.
WhoAPI reserves the right to change the requirements for accessing the Site and the Services at any time and for any reason at its sole discretion, including changes to membership fees or other fees for Services.
WhoAPI reserves the right to alter, suspend, or discontinue the Site or any of the Services at any time and for any reason, without prior notice to you. The Site may become unavailable due to maintenance or malfunction of computer equipment or other reasons.
WhoAPI may at any time terminate your Membership or block your access to the Site if:
i. You have breached any provision of the TOS (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with the TOS);
ii. WhoAPI is required to do so by Law (for example, where the provision of the Site, Services or Materials to you is, or becomes, unlawful);
iii. The provision of the Site or Services to you by WhoAPI is, in WhoAPI’s opinion, no longer commercially viable; or
iv. WhoAPI has elected to discontinue the Site or Services (or any part thereof)
WhoAPI shall not be liable to you or any third party for any termination or cancellation of your access to, or use of, the Site.
8. Third Party Web Sites
The Site may provide links to third-party web sites, which are not under the control of WhoAPI. WhoAPI makes no representations about third-party web sites. WhoAPI is not responsible for the reliability of any data, opinions, advice, or statements made on third party sites. WhoAPI provides these links merely as a convenience. The inclusion of such links does not imply that WhoAPI endorses, recommends, or accepts any responsibility for the content of such sites. WhoAPI shall not be liable, directly or indirectly, for any damage or loss caused or alleged to be caused by the use of a third party web site or any information or materials received from a third party web site.
9. Term and Termination
You remain bound by these terms and conditions until and unless the TOS is properly terminated. You may terminate the TOS provided that you have no outstanding payment or other obligations due to WhoAPI. WhoAPI may terminate the TOS and/or your access to the Site or any Services at any time, with or without cause or notice, and without liability. Notwithstanding termination of the TOS by you or by WhoAPI, the provisions in this TOS shall remain in full force and effect. Upon termination, you will no longer have access to any data or information you had previously created, maintained, managed, or stored in or through the Site and WhoAPI is under no obligation to maintain any such data or information.
10. LIABILITY DISCLAIMER AND INDEMNIFICATION
YOUR USE OF THE SITE AND/OR SERVICES, INCLUDING ANY DATA PROVIDED, IS AT YOUR SOLE RISK. THE ACCURACY, CONDITION AND AVAILABILITY OF THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS. WHOAPI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WHOAPI MAKES NO WARRANTY THAT: (i) THE INFORMATION ON THIS SITE IS CORRECT, ACCURATE OR RELIABLE; (ii) THE FUNCTIONS CONTAINED ON THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE; OR (iii) DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
IN NO EVENT SHALL WHOAPI, ITS AFFILIATES, PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE SERVICES, OR THESE TOS (HOWEVER ARISING, INCLUDING GROSS NEGLIGENCE). WITHOUT AFFECTING THE LIMITATIONS OF LIABILITY IN THIS SECTION, THE LIABILITY OF WHOAPI, AND/OR ITS AFFILIATES, PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IS LIMITED IN ALL CIRCUMSTANCE TO $1.00. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD WHOAPI AND ANY PARENT, SUBSIDIARY, AFFILIATE, OFFICER, DIRECTOR, AGENT, AND EMPLOYEE (EACH AN “INDEMNITEE”) HARMLESS FROM ANY LOSS, LIABILITY, EXPENSE, CLAIM OR DEMAND (INCLUDING REASONABLE ATTORNEYS’ FEES) (COLLECTIVELY “CLAIM”), ARISING DIRECTLY OR INDIRECTLY OUT OF OR IN CONNECTION WITH (i) ANY ACT OR OMISSION BY YOU, INCLUDING, YOUR USE OF THE SITE OR ANY SERVICES OR YOUR BREACH OF THESE TOS OR ANY OTHER AGREEMENT WITH ANY THIRD PARTY OR WITH WHOAPI, INCLUDING ONE INCORPORATED BY REFERENCE, (ii) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF WHOAPI OR ANY THIRD PARTY, INCLUDING ANY ALLEGED OR ACTUAL VIOLATION OF ANY INTELLECTUAL PROPERTY OR PRIVACY RIGHTS, AND/OR (iii) ANY ACT OR OMISSION ON THE PART OF ANY INDEMNITEE (PROVIDED THAT YOU SHALL NOT BE OBLIGATED TO INDEMNIFY AS TO ACTS OR OMISSIONS BY INDEMNITEES TO THE EXTENT SUCH CLAIM AROSE AS A DIRECT CONSEQUENCE OF AN INTENTIONAL ACT BY SUCH INDEMNITEE).
11. Export of Information
The United States Export Controls laws prohibit the export of certain technical data and software to certain countries. It is your responsibility to comply with all applicable international, national, state, regional, and local laws, and regulations, including any applicable import and use restrictions.
These TOS shall be governed by and construed in accordance with the State of Delaware, without application of principles of conflicts of laws. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the state of Delaware. If any part of the TOS is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the TOS shall continue in effect. Unless otherwise specified herein, these TOS constitute the entire agreement between you and WHOAPI with respect to the Site and Services and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and WHOAPI with respect to the Site or Services.
A printed version of these TOS and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the TOS to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form, and any such printed, true, and accurate copy shall be deemed an original document for evidentiary purposes. No waiver is caused by any failure or delay to exercise or enforce any right or provision of these TOS. You may not assign or delegate all or any part of your rights or obligations hereunder to any third party absent our express consent and any such assignment shall not relieve you of your obligations. WhoAPI may freely assign or delegate all or any part of its rights or obligations under these TOS without prior notice or consent.
13. Disputes — Arbitration
SUBJECT TO RIGHTS OF THE PARTIES TO SEEK INJUNCTIVE RELIEF OR SPECIFIC PERFORMANCE, ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THE SITE OR ANY SERVICE, INCLUDING WITHOUT LIMITATION, THIS OR ANY INCORPORATED AGREEMENT OR INTELLECTUAL PROPERTY RIGHTS SHALL BE RESOLVED ONLY BY BINDING ARBITRATION, CONDUCTED BY THE JUDICIAL ARBITRATION AND MEDIATION SERVICE (JAMS), (OR THEIR SUCCESSOR, AND IF NONE, BY THE AMERICAN ARBITRATION ASSOCIATION), IN THE STATE OF DELAWARE, USA, ACCORDING TO THE PROVIDER’S RULES. IF EITHER YOU OR WHOAPI ELECTS, THEN NOTWITHSTANDING ANY PROVIDER RULES, WHERE THE TOTAL AMOUNT OF AWARD SOUGHT IS LESS THAN $10,000, ARBITRATIONS SHALL BE CONDUCTED WITHOUT DISCOVERY AND ONLY BY TELEPHONE, ON-LINE AND/OR BASED SOLELY UPON WRITTEN SUBMISSIONS WITHOUT IN-PERSON APPEARANCES OF PARTIES OR WITNESSES.
DEMAND FOR ARBITRATION SHALL BE MADE WITHIN A REASONABLE TIME AFTER THE CLAIM, DISPUTE, OR OTHER MATTER IN QUESTION HAS ARISEN (AND IN NO EVENT AFTER ONE (1) YEAR FOLLOWING DATE UPON WHICH THE CLAIM FIRST AROSE). NOTICE SHALL BE SERVED UPON ALL PARTIES AND THE ARBITRATION SERVICE. ANY ARBITRATOR SHALL BE EXPERIENCED IN THE SUBJECT MATTER CONCERNED. IN REACHING THEIR AWARD, THE ARBITRATORS SHALL FOLLOW AND BE BOUND BY THE SUBSTANTIVE LAW OF THE STATE OF DELAWARE TO THE SAME EXTENT AND AS IF THEY WERE JUDGES IN A COURT OF LAW THEREIN; PROVIDED NO AWARD MAY INCLUDE PUNITIVE OR EXEMPLARY DAMAGES (OR THOSE CALCULATED APPLYING ANY MULTIPLIER), OR DAMAGES FOR EMOTIONAL DISTRESS OR IN EXCESS OF ANY STATUTORY MINIMUM. THE AWARD SHALL BE IN WRITING, SHALL CONTAIN FINDINGS OF FACT AND CONCLUSION OF LAW, AND SHALL SET FORTH THE NATURE, AMOUNT, AND MANNER OF CALCULATION OF DAMAGES. THE AWARD SHALL BE FINAL AND NON-APPEALABLE. ACCORDINGLY, THE PARTIES HEREBY EXPRESSLY WAIVE THEIR CONSTITUTIONAL AND OTHER RIGHTS TO A TRIAL BY JUDGE AND/OR JURY AND THEIR RIGHT(S) TO RECOVER PUNITIVE, MULTIPLE OR EMOTIONAL DISTRESS DAMAGES.