It is important for You to read this document, as it forms a legally binding agreement between You and Yamli regarding your use of the Yamli API (the "Service"). “Yamli” means Language Analytics LLC, whose principal place of business is at 86A Sherman St, Cambridge, MA 02140, United States.
1.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
1.2 You can accept the Terms by:
(a) Clicking to accept or agree to the Terms, where this option is made available to you by Yamli in the user interface for any Service; or
(b) By actually using the Services. In this case, you understand and agree that Yamli will treat your use of the Services as acceptance of the Terms from that point onwards.
1.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Yamli, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.
2.1 Description of Service. The Service is a hosted transliteration service provided by Yamli’s proprietary transliteration software application through a Yamli application programming interface (the “API”) which allows you to provide the users of your website (‘Your Site”) with a method to type Arabic using a QWERTY keyboard or other English letter interface. Your use of the Service is subject to the limitations and conditions described below. The information accessible through the Service is referred to in this document as “the Content.”
2.2 Content in the Service. Content in the Service includes word transliterations. Your use of this Content is limited to displaying it to end users within the Service itself, and in the same manner, form, format, and appearance as it is provided by the Service. You may not, nor may you allow others to, copy, distribute, display, alter, or otherwise use the Content except as it is provided to you through the Service. Yamli reserves the sole right and discretion to determine whether your display of the Content through the Service is in conformance with this Section, and also reserves the right to terminate or suspend your access to the Content at any time for any reason, without notice.
2.3 Modifications. Yamli reserves the right to release subsequent versions of the API and Service and to require You to obtain and use the most recent version. Yamli may modify the Terms of Service at any time with or without notice, and You can review the most current version of the Terms of Service online at any time at http://www.yamli.com/api/tos/. If a modification is unacceptable to You, You may cancel the Service by removing the API from Your Site. If You continue to use the Service, You will be deemed to have accepted the modifications.
2.4 Prohibited Uses. Except where you have been specifically licensed by Yamli to do so, You may not use the Service with any products, systems, or applications which allow users to search content outside of Your Site.
You agree to use the Service only for purposes that are legal, proper and in accordance with these Terms of Service and any applicable policies or guidelines. By way of example, and not as a limitation, You agree that when using the Service, You will not:
Use Yamli services for any illegal or unauthorized purpose;
Remove any copyright, trademark or other proprietary rights notices contained in or on Yamli services;
Interfere with or disrupt Services or Yamli servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to Services;
Use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Services or collect information about users for any unauthorized purpose;
Submit content that falsely expresses or implies that such content is sponsored or endorsed by Yamli;
3.1 Some of the Services are supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information.
3.2 The manner, mode and extent of advertising by Yamli on the Services are subject to change without specific notice to you.
3.3 In consideration for Yamli granting you access to and use of the Services, you agree that Yamli may place such advertising on the Services.
4.1 The Services may include hyperlinks to other web sites or content or resources. Yamli may have no control over any web sites or resources which are provided by companies or persons other than Yamli.
4.2 You acknowledge and agree that Yamli is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
4.3 You acknowledge and agree that Yamli is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
5.1 Yamli Rights. 5.1. Yamli Rights. For purposes of the Terms of Service, "Intellectual Property Rights" shall mean any and all rights existing from time to time under patent law, copyright law, , moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. As between You and Yamli, You acknowledge that Yamli owns all right, title and interest, including without limitation all Intellectual Property Rights, in and to the Service and the API and that You shall not acquire any right, title, or interest in or to the Service or API, except as expressly set forth in the Terms of Service.
5.2 Brand Feature License. For purposes of the Terms of Service, "Brand Features" shall be defined as the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time. Yamli hereby grants to You a nontransferable, nonsublicenseable, nonexclusive license during the Term to display Yamli's Brand Features for the purpose of promoting or advertising that You use the Service in accordance with this Section 5.2. You hereby grant to Yamli a nontransferable, nonexclusive license during the Term to use Your Brand Features to advertise that You are using the Service.
In using Yamli Brand Features, you may not:
display a Yamli Brand Feature in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by Yamli, other than your involvement in the Service, or that can be reasonably interpreted to suggest editorial content has been authored by, or represents the views or opinions of Yamli or Yamli personnel;
display a Yamli brand feature on your site if it contains or displays adult content or promotes illegal activities, gambling, or the sale of tobacco or alcohol to persons under twenty-one (21) years of age;
have the Yamli logo as the largest logo on your website (except as displayed in the Yamli user interface itself);
display a Yamli brand feature as the most prominent element on any page of your website;
display a Yamli brand feature in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to Yamli;
display a Yamli brand feature on a site that violates any law or regulation; or
remove, distort or alter any element of a Yamli brand feature (this includes squeezing, stretching, inverting, discoloring, etc.).
You understand and agree that Yamli has the sole discretion to determine whether your use of Yamli brand features is in accordance with the above restrictions.
Except as set forth in this Section 5.2, nothing in the Terms of Service shall grant or shall be deemed to grant to one party any right, title or interest in or to the other party's brand features. All use by You of Yamli brand features (including any goodwill associated therewith) shall inure to the benefit of Yamli. At no time during or after the Term shall You challenge or assist others to challenge the brand features of Yamli (except to the extent such restriction is prohibited by law) or the registration thereof by Yamli, nor shall You attempt to register any brand features (including domain names) that are confusingly similar in any way (including but not limited to, sound, appearance and spelling) to those of Yamli.
5.3 Digital Millennium Copyright Act. It is Yamli's policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act.
6.1 Yamli gives you a worldwide, royalty-free, non-assignable and non-exclusive license to (i) use the API to provide the users of Your Site with access to the Services as provided to you by Yamli, and (ii) sublicense the users of Your Site to use the Services and Content for their personal use in accordance with the terms of this Agreement. This license is for the sole purpose of enabling you to allow the users of Your Site to use and enjoy the benefit of the Services as provided by Yamli, in the manner permitted by this Agreement.
6.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Service, the API, the Content or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Yamli, in writing.
6.3 Except as provided herein, unless Yamli has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the API or access the Service or Content, grant a security interest in or over your rights to use the API, or otherwise transfer any part of your rights to use the API.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
8.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 8 AND 9, SHALL EXCLUDE OR LIMIT YAMLI’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
8.2 YOUR USE OF THE API AND PROVISION OF ACCESS TO THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YAMLI AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
8.3 YAMLI AND ITS LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE API OR SERVICE WILL BE CORRECTED.
8.4 ANY CONTENT OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIAL.
8.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM YAMLI OR THROUGH OR FROM YAMLI SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.
9.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 8.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT YAMLI, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
(II) ANY CHANGES WHICH YAMLI MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
(IV) YOUR FAILURE TO PROVIDE YAMLI WITH ACCURATE ACCOUNT INFORMATION;
(V) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
9.2 THE LIMITATIONS ON YAMLI’S LIABILITY TO YOU IN PARAGRAPH 9.1 ABOVE SHALL APPLY WHETHER OR NOT YAMLI HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
10.1 Termination. Yamli may change, suspend or discontinue all or any aspect of the Service, including their availability, at any time, and may suspend or terminate access to the Service at any time. Either party may terminate the Terms of Service at any time, for any reason, or for no reason including, but not limited to:
(A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
(B) Yamli is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
(C) the partner with whom Yamli offered the Services to you has terminated its relationship with Yamli or ceased to offer the Services to you; or
(D) Yamli is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or
(E) the provision of the Services to you by Yamli is, in Yamli’s opinion, no longer commercially viable; or
(F) you engage in any action that reflects poorly on Yamli or otherwise disparages or devalues the Yamli brand features or Yamli's reputation or goodwill.
If You desire to terminate the Terms of Service, You must remove the API from Your Site.
10.2 Rejection of Application Yamli shall have the right, in its sole discretion, to reject any request to use the Service at any time and for any reason, and such rejection shall render null and void the Terms of Service between You and Yamli. Yamli shall not be liable to You for damages of any sort resulting from its decision to reject such a request.
10.3 Effect of Termination Upon the termination of the Terms of Service for any reason (i) all license rights granted herein shall terminate. Neither party shall be liable to the other party for damages of any sort resulting solely from terminating the Terms of Service in accordance with its terms.
10.4 Survival In the event of any termination or expiration of the Terms of Service for any reason, Sections 3.1, 5 and 6 shall survive termination.
11.1 The Terms constitute the whole legal agreement between you and Yamli and govern your use of the Services (but excluding any services which Yamli may provide to you under a separate written agreement), and completely replace any prior agreements between you and Yamli in relation to the Services.
11.2 You agree that Yamli may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Service.
11.3 You agree that if Yamli does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Yamli has the benefit of under any applicable law), this will not be taken to be a formal waiver of Yamli’s rights and that those rights or remedies will still be available to Yamli.
11.4 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
11.5 You acknowledge and agree that each member of the group of companies of which Yamli is the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
11.6 The Terms, and your relationship with Yamli under the Terms, shall be governed by the laws of the State of Massachusetts without regard to its conflict of laws provisions. You and Yamli agree to submit to the exclusive jurisdiction of the courts located within the county of Middlesex, Massachusetts to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Yamli shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.