Product Asset API-V2

THE UNILEVER PRODUCT ASSET API TERMS OF USE

The Product Asset Data API (also referred to as the “API”) is a global resource for Unilever brands, agencies, and retailers. The API contains Unilever assets and product information which has been selected for eCommerce distribution. You may only access the API and make use of its various features for business purposes expressly authorized by Unilever and your use of the API is subject to the following Terms of Use. Please read these Terms of Use before using the API or downloading any of the product information contained in it.

1) OWNERSHIP AND OPERATION

The API belongs to Unilever UK Central Resources Ltd which is a member of the Unilever Group of companies. The Unilever Group means Unilever PLC, Unilever NV, and any company in which either or both together directly owns or controls the voting rights attaching to not less than 50% of the issued share capital, or controls directly or indirectly the appointment of a majority of the board of management, and references to a member of the Unilever Group or a Unilever Group company shall be construed accordingly. References to Unilever throughout these Terms of Use will mean the Unilever Group.

2) AGREEMENT TO BE BOUND AND CONFLICT OF INTEREST

Your use of the API application and software, its content, data, product information and any file in any format or digital image in it (hereinafter the “Assets”) and any applications and other services provided to you on, or from, or through the API by Unilever (collectively called the “Services”), is subject to these Terms of Use.

If you are an employee or a contractor of a third party (“Third Party”), such as an agency or a retailer, and have been granted access to the API in that capacity, then your use of the API will also be subject to other agreements between Unilever or a Unilever Group company and such Third Party (the “Agreements”). To the extent of any conflict, the provisions in those Agreements shall prevail over these Terms of Use.

These Terms of Use apply to your use of the API whether you are using the API to access or download Assets on your own behalf or on behalf of a Third Party.

3) CONTINUING AGREEMENT

You agree that we may change or revise these Terms of Use from time to time by updating this posting on the API, and that such changes or revision will take effect immediately upon such posting, so please visit this area each time you visit the API to keep up to date with the current Terms of Use. Once you click to accept that you have read and understood these Terms of Use, this action confirms your agreement with Unilever to these Terms of Use and your subsequent use of the API reaffirms your continuing agreement to any updated version of these Terms of Use.

4) ELIGIBILITY AND ACCESS

Access to the API is permitted on a temporary basis, and Unilever reserves the right in its sole discretion to modify or discontinue the API or specific portions of it without notice to you. We will not be liable if for any reason our site is unavailable at any time or for any period.

You agree that you will not: (i) use the API in any malicious or unlawful manner; (ii) take any action that imposes an unreasonable or disproportionately large load on the API infrastructure, including transmitting spam or using other unsolicited mass emailing techniques; (iii) tamper with the software or functionality of the API; or (iv) introduce any material to the API that contains any computer programming code that may damage, interfere with, intercept or expropriate any system, data or information.

Subject to applicable law, we reserve the right to suspend or terminate access to the API and/or the Services without notice for failure to comply with the Terms of Use, for infringing copyright or any other Intellectual Property right, or for any other reason (including repeat minor offences). The decision to terminate an individual’s access to the API or the Services shall be final and binding.

If you leave the employment that enabled you to access the API, or you move to a role which does not require access to the API, or you otherwise cease to have any professional responsibilities relating to Unilever, you must immediately: (i) delete all contents of the API that you have downloaded or copies of Assets from the API and destroy all hard and electronic copies of such Assets; (ii) notify Unilever so that Unilever can cancel your access to the API; and (iii) cease using the API.

5) REGISTRATION

If you are invited to register, Unilever will ask you to provide information personal to you, such as your name, address, email address, mobile telephone number, date of birth and/or gender.

As part of the registration process, you may be asked to select a username and password and marketes for which you wish to apply for access You will be responsible for all activities occurring under your username. You must keep the API safe from unauthorised access by using your login information responsibly, keeping them secure and confidential. If you become aware of any breach of security or unauthorised use of your username or password, you must notify Unilever immediately by sending an email to the relevant address listed on the Contact Us page of the API.

You agree to provide accurate and complete information when registering and using the API and the Services, and you agree to keep your information up to date.

6) PRIVACY

Unilever takes your privacy very seriously and will use and protect any personal information you provide in accordance with our Privacy Policy which is available at: http://www.unileverprivacypolicy.com/en_gb/policy.aspx . By using the API, you are consenting to Unilever having access to the API collecting, using and disclosing your personal information in accordance with the aforementioned Privacy Policy.

7) OWNERSHIP AND USE OF THE ASSETS AND THE API SERVICES

All Intellectual Property rights (defined below) in the API and the Assets remain with Unilever and Unilever hereby grants, or shall procure the grant of, a fully paid up non-exclusive, revocable and royalty-free right for you (or any of your subcontractors as reasonably required) to use the API and the Assets for the sole purpose of providing business services to Unilever. All Assets on the API include information relevant to their use including any Intellectual Property rights usage restrictions. It is your responsibility to read any information and usage rights and restrictions related to the Assets you are downloading and comply with these as articulated in the API.

You therefore hereby acknowledge and agree that you do not own the downloaded Assets and that Unilever does not transfer ownership of the Assets to you and you are legally responsible for adhering to usage rights restrictions on the Assets you download. You may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise defect the Assets. You undertake not to provide access to the API or provide any Assets to any unauthorised third party.

You agree and acknowledge that you may not use, copy, alter, remove or obscure any other Unilever trademarked or copyright material contained in the API (e.g. Unilever logos) unless authorised by Unilever to do so.

Intellectual Property rights means all intellectual property, including all results, data, technical information, drawings, specifications, designs, inventions, software, patents, utility models, trade and service marks, trade names, domain names, goodwill, right in designs, copyrights, moral rights, topography rights, rights in databases, trade secrets, formulae and know-how, in all cases whether or not registered or registrable and including registrations and applications for registration of any of these and rights to apply for the same and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world.

8) DISCLAIMER

Unilever endeavours to maintain the API and its operation, but is not, and cannot be, responsible for the results of any technical defects that may exist in the API or its operation. Unilever makes no warranty that: (i) the operation of the API will be uninterrupted; (ii) timely, secure, free of viruses, worms, trojan horses or other harmful components, or free of defects; or (iii) technical defects will be corrected. You (and not Unilever) assume the entire cost of all servicing, repair, or correction that may be necessary for your computer equipment and software as a result of any viruses, harmful components, errors or any other problems whatsoever you may have as a result of visiting and using the API.

9) LIMITATION OF LIABILITY

Unilever does not limit in any way any liability which cannot be excluded or limited by applicable law.

Under no circumstances shall Unilever, Unilever Group companies, our licensors or licensees, be liable to you or any other person or entity for any direct, indirect, special, incidental, consequential, punitive or other damages, including lost profits, personal injury (including death) and property damage, that may result from the use of, or the inability to use, the API or any Assets on the API. Unilever shall not be liable even if Unilever or an authorised representative of Unilever has been advised of the possibility of such damages. These include but are not limited to damages or injury caused by error, omission, interruption, defect, failure of performance, delay in operation or transmission, line failure or computer virus, worm, trojan horse or other harmful component.

Applicable law may not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations or exclusions may not apply to you. However, in no event shall Unilever’s total liability to you for damages, losses, and causes of action whether in contract, tort (including negligence) or otherwise exceed £10,000.

10) INDEMNITY

By signing these Terms of Use you agree to indemnify and keep indemnified Unilever, and each Unilever Group company and their respective officers, directors, employees, subcontractors, agents, successors and assigns against: (i) all losses suffered by the Unilever Group in connection with a claim or allegation by any third party for infringement of their Intellectual Property rights made against the Unilever Group in connection with your receipt of the Services and your misuse of the Assets and the supplied usage rights information in the API. For the avoidance of doubt, if a claim for damages or losses, for infringement of any third party’s Intellectual Property rights arises as a result of your use of the Assets, and you have complied with the usage restrictions described within the API at the time of use, then you shall not be responsible for the losses or damages described in this clause of the Terms of Use; and (ii) any loss of Unilever data or Assets or damage to the API or any other Unilever systems including any digital property owned by Unilever.

11) TERMINATION

The Terms of Use are and shall remain effective until terminated. You may terminate these Terms of Use by ceasing to use the API and delivering up or deleting any and all material obtained by you from the API. We may also immediately terminate the Terms of Use, including your access to the API, if you breach or fail to comply with any material term or provision in them. Should we terminate these Terms of Use we shall discontinue your access to the API and require you to either deliver up or destroy any and all material obtained by you from the API in any format.

12) APPLICABLE LAW AND JURISDICTION

These Terms of Use and any disputes arising under or related to these Terms of Use (whether in contract, tort (including negligence), statute or otherwise) will be governed by and construed in accordance with English law, without reference to its conflicts of law principles. Any legal actions, suits or proceedings arising out of these Terms of Use (whether in contract, tort (including negligence), statute or otherwise) will be brought exclusively in the English Courts and you hereby irrevocably submit to the exclusive jurisdiction of the English Courts.

13) SEVERABILITY

If any provision of these Terms of Use shall be found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

14) MISCELLANEOUS

No failure on the part of Unilever to enforce any part of these Terms of Use shall constitute a waiver of any of Unilever’s rights under these Terms of Use whether for past or future actions on the part of any person. Neither the receipt of any funds by Unilever nor the reliance of any person on Unilever’s actions shall be deemed to constitute a waiver of any part of these Terms of Use. Only a specific, written waiver signed by an authorised representative of Unilever shall have any legal effect whatsoever. The paragraph titles in these Terms of Use are for convenience only and have no legal or contractual effect.