2. The API is developed by GS1 UK Ltd (known hereafter as “GS1 UK”, “we” “our” and “us”). The API could be used by GS1 UK members, members of GS1 offices (“GS1 Member Organisations”) in other countries and non-members (together known hereafter as , “You” or “Your”) who have received a 20-character ‘access key’ (“Key”) string to operate the API].You, Your or API licensee means you (and if you are using the API on behalf of a legal person, business or other organisation (“Organisation”) includes you and also such Organisation).
Access to the API
5. Our API can be accessed at https://github.com/GS1-UK/GTIN-Check-Help. Our API is intended to be used as an interface between: (a) Our platform, comprising Our API Service offered or operated by Us from time to time whether accessed via the internet, mobile device or other electronic device (Platform); and (b) the applications or services provided by You through Your website or platform or your other applications, software or cloud services (Application)]. As part of the use of the API, You may access or otherwise use on Our platform the GTIN, brand name, product description, product image URL, global product category code, net content, unit of measure ad country of sale code made does not available via the API (API Data).
How You may use the API
8. You agree:
8.1 to access the API only using the ‘access key’ (API Key) that We give You;
8.2 to keep Your API Key secure and that You are responsible for any use of the API using Your Key; and
8.3 that Your customers and/or end users (defined herein - see paragraph 16) shall not be prompted to provide any passwords, usernames or other login details that they use to access the Platform directly to you.
9. In order to provide security and controlled access, You may only access the API Service once you have been provided with an API Key.
10. You agree to comply with any reasonable instructions or guidelines relating to the use of the API Service that we may communicate to you from time to time.
11. Users of this service are able to help shape it in a manner that fits best with their GTIN-checking requirements. Any changes requested by You will be reviewed by GS1 UK and their feasibility determined from the technical effort involved, impact on other API users and associated financial costs involved. GS1 UK reserves the right to manage the road-map of the API.
What the API must not be used for
12. You must not use the API to send spam or to interfere with or degrade Our services in any way.
13. You must also not use the API for any unlawful purpose or activity whatsoever, including fraud or terrorism, or to promote any unlawful act, or in any way which:
13.1 makes any private information on the Platform publicly available on the Application;
13.2 causes or is intended to cause annoyance, inconvenience or needless anxiety;
13.3 is abusive, harmful, threatening or defamatory or may otherwise cause offence (including uploading any material that contains a virus or other malicious code);
13.4 does or could potentially breach a legal duty to anyone else (including a duty of confidentiality) or infringe a person’s right to privacy;
13.5 promotes discrimination or is likely to incite hatred; or
13.6 may infringe the intellectual property rights (e.g. copyright, trade marks, service marks, patents, database rights, know-how, design rights, domain names, know-how and rights in software (registered or not)) or any other rights of anyone (including Ours).
13.7 You must also not:
13.7.1 distribute, license, sell, rent, lease or otherwise deal in or encumber (like a guarantee, mortgage or security interest, for example) the API;
13.7.2 modify, add to, or otherwise enhance the API;
13.7.4 infringe or copy Our code or content or the design of Our Platform,
the API and any of Our other intellectual property rights; or
13.7.5 introduce viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful.
14. Service usage guidelines are as follows:
14.1 Do not exceed more than 1,000 GTINs in any single API request.
14.2 Do not post data to the API in any other format than that published by us. 14.3 Do not attempt to slow, deny others’ access, or bring down the API Service through unauthorised testing.
15. You shall :
15.1 not present, publish or use API Data in a manner that is false or misleading; infringes rights of third parties (including the owner of the API Data (the Data Provider) rights) and/or violates any applicable laws and regulations;
15.2 not modify the content of API Data in publishing or disseminating such API Data (unless it has express written authorisation of Data Provider to do so);
15.3 not publish or use API Data in a manner that implies any endorsement by Data Provideror GS1 UK (unless it has express written authorisation of the Data Provider or GS1 UK to do so);
15.4 only use the API Data in accordance with the Permitted Use (defined herein and set out in the paragraph below]; and
15.5 not decompile, reverse-engineer, alter, or in any way tamper (or attempt to do so) with all or part of the of the API and/or API Service or any software or solution comprised therein or connected thereto, nor cause, permit or assist any other person directly or indirectly to do any of the above (in addition to the other restrictions on use of API Data set out herein collectively the ‘Restrictions on API Data Use).
16. Data made available to You shall be subject to the following :
16.2 Subject to paragraph 16.1, You shall not share, release, submit or allow extraction of the API Data by any party other than its own employees or agents.
Licences to use the API and API Data
19. We grant You a non-exclusive, revocable, and non-transferable licence, (with a right to sublicense in the case of Permitted Use to Your customers and/or end users), to download, copy, display, view and use the API Data provided that You shall not:
19.2 remove, alter, or cover up any trade mark, service mark, copyright and other proprietary notices contained in the API Data;
19.3 without Our prior written consent, make derivative works of, or commercially distribute or otherwise exploit the API Data, or use the Platform or any API Data in a way that inaccurately suggests an association between You and Us or Our licensors; or
20. This means that:
20.1 We can grant licences to anyone else (and retain rights to do things with the API and API Data Ourselves);
20.2 We can decide to take the licences back from You; and
20.3 You are not permitted to transfer Your rights to anyone else or to allow anyone else to use the API, the API Data or the Platform.
21. You accept that the API Data may contain third party intellectual property rights and You shall ensure that Your use of such API Data does not infringe those rights.
22. You will not obtain any right or interest in GS1 UK’s (or its licensors’) existing intellectual property rights in the API except as explicitly set out in these terms. Any new intellectual property rights arising in connection with the API shall vest in GS1 UK or its licensors’ as appropriate.
24. If You acquire any intellectual property rights (eg copyright, trade marks, service marks, patents, database rights, know-how, design rights, domain names, know-how and rights in software (registered or not)) in the API, Platform or any API Data, You shall transfer these rights (both existing and future) with full title guarantee to Us or anyone else We nominate (or You will make this happen immediately). You shall sign all documentation and do such things as We think necessary to transfer those rights.
25. You accept and understand that the API and API Data contain confidential and proprietary information and You shall not conceal, modify, remove, destroy or alter in any way any of Our proprietary markings on or in the API, API Data or any related materials and documentation.
API Licensor’s rights
27. You grant Us a royalty-free, perpetual, irrevocable, non-exclusive, transferable licence to use, reproduce, copy, download, view modify, publish, edit, translate, distribute, perform, display and otherwise utilise any content or material that You provide to Us through the API including Your customer and/or end user content or material and any data or analytics generated from the same.
28. All trade marks, logos and service marks (the Marks) which appear on the Platform or API are Our registered and unregistered Marks or are licensed for use by Us by the owners of those Marks.
29. Other Marks are proprietary marks and are registered to their respective owners.
30. Nothing contained on the Platform or API should be construed as granting any licence or right to use any Marks displayed on the Platform or API without Our written permission. Any such use (if agreed) must be strictly in compliance with our instructions .
31. Misuse of any Mark displayed on the Platform or the API, or any other content on the Platform, except as provided herein, is strictly prohibited.
32. You and We shall at all times comply with our respective obligations under applicable data protection laws.
34. You shall keep Our confidential information confidential. This includes all information (of any kind and in any format and coming into Your knowledge, possession or control in any way) relating to Our business, finance or technology, know-how, intellectual property rights, assets, strategy, products and other customers, where the information is identified as confidential at the time of disclosure or ought reasonably to be considered confidential given its nature or how it was disclosed (Confidential Information).
35. You shall only use Our Confidential Information to use, and undertake development work with, the API, and will give Us notice of any unauthorised misuse, disclosure, theft or loss of Our Confidential Information immediately upon becoming aware of this.
38. You may disclose Our Confidential Information as required by law. In the event that You become legally compelled to disclose any of the Confidential Information, then (to the extent permitted by law) You shall give Us prompt written notice of the fact so that We may take such steps to prevent such disclosure as We deem appropriate and You shall co-operate with Us in such manner as We may reasonably require.
Promises and Disclaimers
39. You promise that:
39.1 You hold all rights and have obtained all licences required to use the API integration You develop and the API Data; and
39.2 Your use of the API will not infringe Our rights or anyone else’s, nor will it breach any applicable laws or regulations.
40. The nature of the API Service means that users of the API Service must accept occasional errors and performance issues from time to time. Therefore, to the maximum extent permitted by applicable law, You accept that the API Service is provided on an ‘as-is’ basis and that:
40.1. We do not warrant that your use of the API will be uninterrupted or error free and we shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the API may be subject to limitations, delays and other problems inherent in the use of such communications facilities;
40.2 You remain responsible for Your own hardware, content and any other data uploaded through the API;
40.4 We accept no responsibility for any liability that arises in connection with the theft of Your username or password by unauthorised third parties.
41. We do not promise that the API shall be compatible with third party software or equipment.
43. We shall not be liable, nor be required to fix, any problem arising from:
43.1 any modification made to any part of the API by anyone other than Us without Our express prior written consent; or
43.2 any defect or error wholly caused by any equipment or third party software used in connection with the API.
44.1 make no other promises and do not agree to any other terms and conditions (express, implied or statutory) in relation to the API, the API Data and the Platform or about results to be obtained from using the API, the API Data or the Platform; and
44.2 shall not be liable for any loss or damage arising out of any virus or other malicious code.
45. The service is offered on an as-is basis and GS1 UK is not responsible where the performance (or defective or non-performance) of the API could have a detrimental effect (whether directly or indirectly) on Your business, including any business-critical activities.
46. The API displays API Data that is not owned nor controlled by GS1 UK, , therefore the API Data is made available on an 'as is' and 'as available' basis. Verifications available from the API are limited to automated logical checks and do not include physical or legal validations of the accuracy of the API Data. GS1 UK does notrepresent or warrant that the API Data is accurate, complete and/or up-to-date. Use of the API Data, and the API Service is at Your (and in the case of Permitted Use Your respective customer and/or end user’s) sole risk. GS1 UK does not represent or warrant that the API Service will be secure or free from error or interruption. GS1 UK does not represent or warrant that the API Service and the API Data are suitable for any regulatory purpose, including without limitation any regulatory reporting requirements in the healthcare sector. To the fullest extent permitted by law, GS1 UK makes no representations or warranties, express, implied or otherwise, regarding any matter, including the API Data, and the API Service. Any such representations or warranties are expressly disclaimed.
47. The API has been built as a service to satisfy your GTIN Checking requirements and is subject to rapid enhancement and change based on feedback from the user community. As a result, you accept that in the unlikely event that the API is subject to unscheduled downtime, we will endeavour to minimise this time period and inform users of the API of any issues.
49. Given that We are allowing you access to the API, you agree that GS1 UK’s liability to You in connection with use of the API will not exceed £10,000 provided that nothing in this clause will be interpreted to limit GS1 UK’s liability in respect of any liability that cannot be excluded or limited by law.
51. Other than as expressly stated, the limitations and exclusions of liability above apply to all losses, damages, liabilities and claims howsoever arising, including in negligence or otherwise.
Updates to the API
52. We may make changes to the API at any time and for any reason. We will notify You of any material changes by email.The updated API and any corresponding updates to related documentation can be accessed at https://github.com/GS1-UK/GTIN-Check-Help. If any change We make is not acceptable to You, stop using the API. Your continued use of the API means that You accept the change to the API.
58. You are only permitted to allow a third party to benefit from the API (such as a related company of Yours or Your customers) if You ensure that such use:
58.2 is controlled by You;
59. All aspects of the API, including the data we store about products, should be considered developmental due to the continuously rapid and agile developmental cycles undertaken in order to refine and grow the service offering for users of the API Service. Therefore, You accept you cannot:
59.1 Deny Your customers and/or end users a product or service based on the API’s response.
59.2 assign, transfer or deal in any other manner with any or all of your rights and obligations under these terms.
60. No failure or delay by GS1 UK to exercise any right or remedy provided under these terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
61. You agree to annual meeting in order to review the service experience.
62. You agree to indemnify Us against all losses or damage We may suffer related to:
62.1 the Application infringing the intellectual property rights of anyone (including Us);
62.2 any misuse of the API or API Data, including any claim Your use of the API Data infringes the intellectual property rights or privacy rights of anyone else; and
63. This means that, in these particular circumstances, You will fully reimburse Us for any losses on a ‘£’ for ‘£’ basis, without Us having to take steps to avoid or minimise Our loss or to prove this is direct or foreseeable.
Governing Law and Jurisdiction
65. These terms and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
66. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these terms or their subject matter (including non-contractual disputes or claims).