This User Agreement ("Agreement") is a contract between you (“USER” or “USERS”) and TELO USA, Inc. (“TELO”). USER includes any company, partnership, or entity that you are acting on behalf of. This Agreement applies to any use of OpenCNAM API (“SITE”), all related sites, applications, services and tools regardless of how accessed. USERS must read, agree with and accept all of the terms and conditions contained in this Agreement.
TELO may amend this Agreement at any time by posting a revised version on our SITE. The revised version is effective upon posting.
USER is granted a license to access TELO property and services through the SITE subject to the restrictions contained in this Agreement and further subject to any additional restrictions as applicable to a particular service.This is an important document which the USER must consider carefully when choosing whether to use the SITE and / or TELO’s Data Services (“LICENSED SERVICES”). This Agreement also highlights certain risks of using the LICENSED SERVICES.
The PARTIES agree that clicking accept on an electronic user interface (“ONLINE ACCEPTANCE”) is valid execution of this Agreement. The PARTIES agree that they will not challenge the execution or validity of the ONLINE ACCEPTANCE.
The Terms of Service (Terms) is an important contract between you and Telo USA, Inc. (Telo), governing your use of OpenCNAM.com. The Terms can be amended from time to time. Online acceptance of these Terms is just as valid as if you were to sign a hard copy.
2. TELO CNAM Definitions
A. Caller Name Service (“CNAM”) means a service provided by TELO using the TELO CNAM API to enable USER’s Caller ID customer to identify the calling party by a display name on USER’s customer’s premise equipment.
B. CNAM API means the TELO API containing current Calling Name Information of all working lines served or administered by TELO, including the Calling Name Information of other telecommunications companies participating in the CNAM API.
C. Caller Name API means the API service which provides non-network data.
D. Calling Name Information means the collection of subscriber records including names associated with one or more assigned 10-digit telephone numbers.
E. Locality Information means location information associated with telephone numbers, such as the city and state associated with the telephone number, which the CNAM Service can return when Calling Name Information is unavailable.
F. Statistics Application Server means a TELO server for generating reports on USER Queries and Responses using the TELO CNAM Service.
G. Query(ies) means a message(s) which represents a request to the CNAM Service for Calling Name Information.
H. Response means a message returned by the CNAM Service which, when appropriately interpreted, represents an answer to a Query.
CNAM means caller ID information.
CNAM API means the interface provided by Telo on OpenCNAM.com
Caller Name API means non-network data.
Calling Name Information means records associated with phone number.
Locality Information means location associated with phone number.
Statistics Application Server means a server that reports on queries.
Query(ies) is a request for Calling Name Information.
Response is an answer to the Query(ies).
3. Description of CNAM Service
A. TELO will act as USER’s CNAM API service provider in the provision of Calling Name Information for USER’s calling name (or caller ID) service provided to USER’s customers.
TELO will provide USER with access to Calling Name Information whenever USER initiates a Query utilizing the LICENSED SERVICES.
Telo will allow you to obtain CNAM data.
A. USER agrees and warrants that any information provided to the LICENSED SERVICES shall have been legally obtained and that its use of information from the LICENSED SERVICES shall be legal. USER agrees that it shall comply with all applicable privacy and data protection laws, rules, and applicable federal, state and local laws and regulations related to its use of the LICENSED SERVICES, including information provided to and from the LICENSED SERVICES.
B. USER agrees that it shall not: (i) disassemble, deconstruct, decompile, or otherwise reverse engineer the LICENSED SERVICES or any other TELO software used with the LICENSED SERVICES; (ii) use information obtained from a Licensed Service with any technology or in any way to produce a result or functionality of another Service; or (iii) use the LICENSED SERVICES with computer generated, random information.
C. USER agrees that it shall not under any circumstances: (i) use information from the LICENSED SERVICES to build a database or API for resale or for access by a third party in competition with TELO; (ii) allow information from the LICENSED SERVICES to be used in any way to verify information from a third party that resells data in competition with TELO; or (iii) provide access to or information from the LICENSED SERVICES to a company that resells data in competition with TELO or to a company that plans to resell access to the LICENSED SERVICES or any information obtained therefrom.
D. USER agrees not to provide information from the LICENSED SERVICES to any third party without first ensuring that the third party agrees in writing to be subject to the conditions of foregoing paragraphs A, B, C, and D.
E. USER acknowledges that the LICENSED SERVICES contain records that have been inserted by TELO (or TELO’s suppliers) for data security and auditing purposes.
F. Each party agrees to obtain the other party's prior written approval of any marketing material or other information made available to a third party that describes the other party’s products or services, provided, however, that each party may make reference to the other party’s corporate name and logo on its web site and in its professional marketing materials.
G. USER agrees to notify TELO of any actual or suspected unauthorized use or access of the LICENSED SERVICES and provide reasonable assistance to TELO in the investigation and prosecution of any such unauthorized use or disclosure. In the event that TELO suspects that the TELO databases or our information has been misused by USER, we will contact our suppliers and/or law enforcement agencies (as appropriate) and will provide them with all data needed to conduct an investigation. USER consents to the provision of reasonable information (including search key data) for such investigative purposes. USER further agrees to fully cooperate with all reasonable audits of our customers and our systems generally.
H. TELO agrees to deliver the necessary information to enable USER to access the LICENSED SERVICES by agreeing to the Terms of Service. USER assumes responsibility for integrating the LICENSED SERVICES into its systems and applications.
I. USER agrees that the data received from a Query to the TELO CNAM Service will only be used for the provision of CNAM service on a Per-Call Basis to subscribers of CNAM service. CNAM records shall not be assembled, resold or used for any purpose except as authorized in this Agreement. Neither USER, nor its customers, by any means, shall capture, store, record, cache, use for verification, link to other databases, or otherwise retain the information provided in response to a Query of the TELO CNAM Service. IF USER has Customers, USER agrees that Responses to its CNAM Queries shall be used by Customer only for the purpose of providing its CNAM Subscribers, on a Per Call Basis, with the name of the person or entity (or other subscriber identifying information) associated with a line number in the CNAM database queried. USER agrees that no such Response shall be assembled, sold, stored, cached, or used for any other purpose by USER or by any other purpose by USER or by any other person or entity, other than USER’s CNAM Subscribers gaining access thereto through USER, without first obtaining the express written consent of TELO and the entity owning the data in such Response.
J. USER acknowledges, understands, and accepts that TELO monitors usage statistics of the Licensed services to ensure compliance with the conditions in these Terms of Service. Whenever TELO’s monitoring detects activity that is known to be associated with unauthorized usage of the LICENSED SERVICES, If USER is using LICENSED SERVICES in violation of the TERMS, TELO may terminate USER’s account immediately, but reserves the right to deliver a Cease and Desist email prior to suspension. If USER believes they have received a notice in error, please contact TELO directly.
K. USER acknowledges and agrees that the licenses granted herein to use the TELO CNAM Service and CNAM API is non-exclusive and that TELO retains the right to provide TELO CNAM Services and to utilize the TELO CNAM API for other TELO subscribers.
L. Calling Name Information provided to USER hereunder shall be provided “AS IS.” TELO shall not be held liable for any actions or omissions arising out of or in connection with USER’s use of the Calling Name Information. Notwithstanding the foregoing, TELO warrants that the CNAM Service provided to USER will access the same CNAM API for USER’s CNAM Queries as TELO makes available for other caller name service providers, except as provided in contravening sections of this Agreement, and that the technology deployed by TELO is equivalent to the best practices used in the industry. TELO shall not be responsible for any unavailability of the CNAM Service caused by USER’s failure to configure its systems with the proper redundancy.
M. USER acknowledges that a Response to a Query is for display purposes only as part of a phone call and TELO shall not be responsible for any use by USER of information from a Response for other purposes. TELO and USER will cooperate to address third party complaints related to Response information.
N. USER acknowledges that the TELO CNAM service uses processing logic to provide a consistent national CNAM service and may reformat or override USER CNAM listings. The following is a non-exclusive list of examples of conditions for which TELO may override or reformat a CNAM listing:
- i) Override a listing for an invalid telephone number used for a Query;
- ii) Override a blank listing;
- iii) Override a listing that includes non-alphanumeric characters such as %^&*()+;
- iv) Override a listing that is a city or phone type name;
- v) Override a listing that is some variation of “unavailable”;
- vi) Override a listing that might be an offensive word, such as an abbreviation of ASS;
- vii) Override a listing that is in the form of a telephone number; and
- viii) Reformat a listing such as “JOHN SMITH” to “Smith John”.
The Service can only be used on a per call basis for display purposes. The data cannot be store or cached in any way and cannot be used for illegal purposes. Telo will monitor usage to determine whether records are being stored or cached. If you resell, you must make sure that your customers are following these Terms. Data is provided “AS IS” and Telo is not responsible for misuse of the data.
5. Prices for the LICENSED SERVICES
TELO shall charge for the LICENSED SERVICES the prices as set forth in the applicable section of the website. All fees are quoted in U.S. Dollars and do not include any duties or taxes. TELO reserves the right to adopt special enterprise level pricing at TELO’s sole discretion. It is USER’s sole responsibility to determine the tax liability associated with the purchase. USER shall pay all federal, state, and local sales, use, or other applicable taxes that may be imposed upon the provision of or use of the LICENSED SERVICES. USER agrees to pay the fees associated with USER’s use of the LICENSED SERVICES. If paying by credit card, USER hereby certifies that USER is an authorized user of the credit card. USER understands that TELO takes credit card fraud and non-payment very seriously, and TELO may work with law enforcement agencies and private parties to address these issues if they occur. TELO further reserves the right to suspend service to any delinquent account without notice. If USER has questions about our fees, please contact TELO before USER uses the LICENSED SERVICES. USER is responsible for all use of our databases made by individuals using USER’s account. If USER suspects that unauthorized use of USER’s account is taking place, USER must notify us immediately. TELO will use reasonable efforts to deliver the information services to its customers, and to compile information gathered from selected public records and other sources; provided, however, customer accepts all information "AS IS". Furthermore, TELO accesses and is charged for information controlled by third parties and cannot guarantee the accuracy of the information.
Fees are to be paid in accordance with the fee schedule. You should determine your taxes independently of Telo.
USER agrees that USER shall indemnify and hold harmless TELO, its officers, members, managers, employees and agents, and all entities that have contributed information or data to, or provided services, for the service, against any and all direct or indirect losses, claims, demands, expenses (including attorneys' fees) or liabilities of whatever nature or kind arising in any way out of USER’s use of the service or of our databases or of the information and data contained therein. TELO agrees that it shall indemnify and hold harmless USER, its subsidiaries and their officers, members, managers, employees and agents, against any and all direct or indirect losses, claims, demands, expenses (including attorneys' fees) or liabilities of whatever nature or kind arising in any way out of TELO’s breach of its obligations under this Agreement except to the extent said loss, claim, demand, expense or liability is based on the fault of USER.
If a third party sues you related to your use of Telo’s data, you promise not to turn around and sue Telo.
7. Warranties and Disclaimer of Warranties
A. TELO warrants that the LICENSED SERVICES have been designed in a good workmanlike manner in accordance with applicable specifications and industry standards.
B. TELO does not warrant the uninterrupted or error-free operation of the LICENSED SERVICES.
C. USER acknowledges that certain states have enacted laws placing restrictions on telemarketing activities, including but not limited to permitting a telephone subscriber to give public notice that he/she does not wish to receive sales solicitation telephone calls. TELO disclaims any warranty, express or implied, that the names and/or telephone numbers of all such subscribers have been identified on or deleted from the information supplied to USER by the LICENSED SERVICES.
D. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE. TELO DOES NOT WARRANT THAT THE LICENSED SERVICES OR ANY INFORMATION DERIVED FROM THE LICENSED SERVICES WILL FULFILL ANY OF USER’S PARTICULAR PURPOSES OR NEEDS.
The data is provided in accordance with industry standards. No other warranties exist.
8. Limitation of Liability
EXCEPT FOR CLAIMS OR DISPUTES RELATED TO LICENSE, INDEMNIFICATION, PROTECTION OF CONFIDENTIAL INFORMATION OR USER’S FAILURE TO PAY, NEITHER PARTY SHALL IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST INCOME, LOST REVENUE, LOST PROFITS, OR ANY CLAIM OR DEMAND BY ANY THIRD PARTY, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER THEORY, REGARDLESS OF FORESEEABILITY AND EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. EXCEPT FOR CLAIMS OR DISPUTES RELATED TO LICENSE, INDEMNIFICATION, PROTECTION OF CONFIDENTIAL INFORMATION OR USER’S FAILURE TO PAY NEITHER PARTY’S LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL IN THE AGGREGATE EXCEED THE TOTAL AMOUNT PAID FOR THE LICENSED SERVICES FOR THE LAST SIX (6) MONTHS UNDER THE AGREEMENT. EXCEPT FOR AN ACTION FOR NON-PAYMENT, NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT, MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED. THE FOREGOING LIMITATIONS ON LIABILITY ARE INDEPENDENT, OF AND SHALL APPLY REGARDLESS OF, ANY FAILURE OF ESSENTIAL PURPOSE, OR ANY LIMITED OR EXCLUSIVE REMEDY OF ANY KIND.
Unless it is related to indemnification, confidential information, or failure to pay damages are limited to what has been paid over the last six months.
9. Violation of Usage Guidelines and Termination
Unless directed by a government entity with appropriate jurisdiction, termination will follow this schedule:
A. First violation of these Terms of Service will incur a notice delivered to the registered e-mail address of the USER describing the violation. The USER is responsible for providing a valid email address, monitoring the email address, whitelisting or otherwise ensuring that this email address is a deliverable email address.
B. If upon notice, USER does not immediately remedy the violation of Terms, TELO reserves the right to:
i) suspend USER’s account indefinitely; and / or
ii) degrade the data quality by providing non-standard CNAM data; and /or
iii) change USER’s pricing to retail pricing;
C. If at any time USER receives a notice that they believe is unwarranted, contact TELO directly by sending an email to email@example.com, firstname.lastname@example.org or call 1-888-315-TELO (8356).
D. Termination of this agreement occurs by (i) providing notice to the other party, or; (ii) service is no longer in use, (iii) continued violation of these Terms of Service or; (iv) account is closed.
E. Upon termination (i) USER shall cease all use of the LICENSED SERVICES as of the effective date of the termination; (ii) USER shall destroy or deliver to TELO, at TELO’s option, any and all copies of magnetic tapes or other machine-readable material in USER’s possession or control that contain software or information provided by or derived from TELO; and (iii) all rights and obligations of the parties under this Agreement shall cease, except for each party’s payment obligations for the Term, which shall become fully payable upon termination, and except as expressly provided otherwise in this Agreement.
If you violate the Terms, you will first receive an email notification. If you continue to violate Terms, Telo can suspend your account and/ or switch you to a different data source and/ or change your pricing. Telo reserves the right to terminate your account if you continue to violate Terms. Upon splitting ways, you must no longer use the Telo’s data.
10. Force Majeure
TELO shall not be liable for any failure to perform or delay in performance hereunder where such failure or delay is occasioned by force majeure or an act of God (including, but not limited to, fire, embargo, labor strike, terrorism, or interruption of electrical service), or circumstances beyond a service bureau’s control which shall prevent TELO from providing the LICENSED SERVICES in the normal and usual course of its business.
If something unpredictable happens (fire, terrorism, etc.) you won’t sue Telo.
11. Compliance with Laws
TELO and USER shall comply with all applicable federal, state, county, and local laws, ordinances, regulations and codes in the performance of this Agreement and shall, by providing timely information to each other, assist each other in complying with such laws to the extent that it is their obligation to do so. All obligations under this Agreement shall be performed in compliance with all applicable legislation and government orders and regulations prohibiting discrimination against any employee or applicant for employment because of race, color, religion, sex, national origin, age or handicap. Where required by law, certificates of compliance shall be provided.
You and Telo must follow all applicable laws at all times.
12. Parties in Interest
All the terms, provisions, and conditions of this Agreement shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors and assigns.
This contract applies even if we sell the company or assign our contract.
13. Entire Agreement
This Agreement contains the entire understanding of the parties and supersedes all prior agreements and understandings between the parties with respect to such subject matter, and there are no restrictions, promises, warranties, covenants or undertakings other than those expressly set forth herein. Terms set forth in any purchase order or other similar document of USER shall have no bearing or effect on this Agreement. Any such document of USER is for USER’s internal purposes only and TELO’s receipt of any such document shall not be deemed to modify or alter this Agreement in any manner whatsoever.
This contract supersedes all other agreements relating to the terms of service.
All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand (and duly receipted) or sent via next day delivery by a nationally recognized carrier (e.g., the United States Post Office, United Parcel Service, or Federal Express) with proof of delivery requested, as follows: If to TELO:
Telo USA, Inc., an S-Corporation
228 Park Avenue S #94386
New York, NY 10003-1502
All notices should go to this address:
Telo USA, Inc., an S-Corporation
228 Park Avenue S #94386
New York, NY 10003-1502
15. No Agency
TELO provides services as an independent contractor and nothing in this Agreement shall create any other relationship such as agency, partnership, joint venture, etc., and neither party shall represent that any such relationship exists.
Telo and you are not partners.
A. The parties will first promptly meet to attempt in good faith to negotiate a resolution of the dispute.
B. If the dispute is not resolved by negotiation within thirty (30) days, the parties agree to first try in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association, before resorting to Arbitration.
C. This Agreement provides for mandatory and binding arbitration. This means that USER and TELO must arbitrate claims and disputes covered by this Agreement. Arbitration is a process in which the parties submit disputes to a neutral third person for a decision on the merits. Each party has an opportunity to present evidence to the arbitration in writing or through witnesses. Arbitration proceeding tend to be more informal than court proceedings, and adherence to judicial rules of evidence is not usually required. The arbitration will decide the case by issuing a written decision called an “award.” The award will be binding. Once confirmed, an award may be enforced as a court judgment under the terms of federal or state statutes. Judicial review of an award is limited. Notwithstanding anything herein to the contrary, USER and TELO retain the right to file a claim in small court. Furthermore, USER and TELO do not agree to arbitrate class action claims. Class action claims must be brought in court.
D. Any dispute arising out of, or relating to this Agreement, or the breach thereof, that cannot be resolved by mediation within thirty (30) days shall be finally and exclusively resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment upon the award rendered by the arbitrators may be entered into any court having jurisdiction.
E. The arbitration will be conducted by a single arbitrator at a place mutually agreed upon by USER and TELO. If USER and TELO cannot agree on a location to conduct the arbitration then, the arbitration will be conducted in Birmingham, Alabama. The arbitration will be conducted in accordance with the Rules, as set forth above. The arbitrator will have the power to award any relief that a Court could award on any claim made by USER or TELO. The arbitrator also will have the power to consider defenses that Court could consider. The arbitrator will apply applicable substantive law. An arbitration award entered by the arbitrator shall be in writing and the arbitrator shall give, in writing, his or her reasons for the award. The award may be enforced by any Court having jurisdiction over the parties in the award.
F. USER and TELO will abide by this Agreement to arbitrate, regardless of any term to the contrary in any other writing. If USER has reached arbitration agreements with others on subjects that this Agreement covers, then USER and TELO agree to consolidate and all disputes into one arbitration pursuant to AAA supplementary procedures. In the event that USER or TELO disagree on the interpretation of this Agreement, this Agreement shall be construed to effectuate arbitration, rather than to defeat it. Every provision of this Agreement is intended to be severable. If any provision is held to be void or unenforceable for any reason whatsoever, then that portion or apportions of the Agreement shall be severed from the remainder of this Agreement, which shall remain enforceable. USER and TELO hereby waive the rule of construction that requires a tribunal to construe a vague or ambiguous provision against the drafting party. This Agreement is intended to constitute the entire agreement between USER and TELO on the subject of arbitration. This Agreement shall be enforceable as between USER and third parties even if third parties fail to participate directly in ONLINE ACCEPTANCE of this Agreement.
G. IMPORTANT—COURT WAIVER: USER and TELO hereby irrevocably waive our rights to a trial by judge or jury on any claim covered by this Agreement. This waiver will remain enforceable even if any portion of this Agreement is otherwise found to be unenforceable. USER and TELO expressly acknowledge that this waiver is made knowingly, willingly and voluntarily.
Telo and you agree that if there is any dispute, it will go through arbitration instead of going to court. Arbitration is generally cheaper and more efficient resolution method than going to court.
The paragraph headings contained in this Agreement are for reference purposes only and shall not affect the interpretation or meaning of this Agreement.
The headings are for reference and should not impact interpretation.
18. Governing Law
This Agreement and all disputes or claims arising out of or related to this Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Alabama, without regard to conflict of laws principles.
This agreement is governed by Alabama law.
19. Jurisdiction and Venue
Any suit, action, or proceeding arising from or relating to this Agreement, which is commenced by either party, must be brought in either a state court situated in Jefferson County, Alabama or in the Federal District Court for the Northern District of Alabama (Birmingham Division). TELO and USER irrevocably consent to, and agree to submit to, the jurisdiction and venue of such court in any such suit, action, or proceeding.
If there is a dispute, it should be brought in Alabama.
20. Injunctive Relief
USER acknowledges that TELO may suffer great harm from misuse of information obtained from the LICENSED SERVICES and accordingly USER agrees to take reasonable precautions to prevent such misuse by USER and its customers. TELO may seek injunctive or other equitable relief against the breach or threatened breach of this Agreement in addition to any other legal remedies that may be available.
If you are misusing data, Telo reserves right to seek remedies in equity.
The USER’s consent to this Agreement binds all USER’s businesses and third party beneficiaries (“RELATED USER PARTIES”). USER represents and warrants that such individual is duly authorized to enter into agreements on behalf of RELATED USER PARTIES.
Both parties are authorized to act on behalf of the name of the entity signed up for the service.