PLEASE READ THESE TERMS OF USE FOR APPLICATION PROGRAMMING INTERFACE CAREFULLY, AS THEY CONSTITUTE AN AGREEMENT BETWEEN YOU AND NEWARK

Newark´s Terms of Use for “Application Programming Interface” (“API”)

The following Terms of Use for Advanced Program Interface (“API”) govern Your access and use of the APIs provided by Newark, (collectively “Newark”). As used herein, “You”, “Your” and “Yourself” shall mean the person requesting access to and receiving the API and the API Services on behalf of himself/herself, and the company, business entity or association, or persons on whose behalf You are accessing the API or API Services.

Any materials, software and other applications, information, content, or services provided by Newark in association with the access and use of Newark´s APIs, are collectively referred to as “Newark´s API Services”.

By accessing or using the Newark API Services, You are agreeing to:

1. The Terms of Use for API’s as stated herein; and
2. Newark´s Standard Terms of Access (available here: Terms of Access | Newark Mexico)

Except as otherwise provided in these Terms of Use for API, if any provision contained in these specific Terms of Use for API conflict with, or are inconsistent with, any provision in any of Newark´s Terms of Use or any other supplemental agreement or Newark´s terms and conditions, the provision contained in these specific Terms of Use for API shall supersede, govern, and control.

If You do not agree, do not use this Advanced Program Interface for any purpose.

ACCESS TO Newark`S APIs

You may not use the Newark API Services if:

1. You are unable to comply with these Terms of Use for API,
2. You do not have the legal authority to bind Yourself (including Your company, business entity or association) to the Terms of Use for API, and/or
3. You are prohibited by applicable law from accessing or using the Newark API Services.

ACCESS/REGISTRATION/REVOCATION

If You are accessing Newark´s API Services on behalf of a company or business entity, You hereby represent and warrant that You

1. agree to these Terms of Use for API on behalf of Yourself (including Your company, business entity or association)
2. have read, understood, and accept the standard Terms of Access and these Terms of Use for API, as stated, and
3. are authorized to bind Your company, business entity or association to any Terms related to Newark´s API Services
4. have registered for a trade account requirement that can be used for payment.

ACCESS/REGISTRATION. To get access to Newark´s API Services, You are required to have registered for a trade account with the option “pay by trade account” and you need to register Yourself and Your company, business entity or association with the trade account for the API Services. After an approval by the relevant Newark entity, You will receive certain login credentials in the form of authentication and authorisation keys. You must keep Your authentication and authorisation keys secureand cannot make these login credentials available to others or transfer it to third parties. You are only entitled to access the Newark´s API Services with the login credentials, provided to You by Newark.

REVOCATION OF ACCESS. Violation of these Terms of Use for API and/or non-compliance with applicable laws, regulations, and third-party rights, entitles Newark immediately and at its sole discretion to either temporarily or permanently block or revoke access to Newark’s API Services. Any violation, of the above mentioned, entitles Newark to any remedy available at law or in equity.

SERVICES/MONITORING/MODIFICATIONS

SERVICES. Newark may establish limitations on the access, use, number of requests and information sought by You regarding Newark’s API Services.  Newark, in its sole discretion may enforce any limitations it establishes on the use of Newark’s API Services including but not limited to access, number of requests, products and pricing. You cannot attempt to circumvent or circumvent any of Newark’s limitations. Newark is entitled to change such limitations at any time; with or without notice and Newark may enforce any overuse by Yourself with immediate effect.

MONITORING. Newark will monitor Your use of Newark´s API Services with the aim

1. to improve the quality of Newark´s API Services,
2. to identify potential data and security issues, and
3. to control compliance with this Terms for Use of API.

MODIFICATIONS. Newark, in its sole discretion, is entitled to modify, update, or discontinue Newark’s API Services. You are responsible for reviewing the Terms of Use for API regularly. Your continued use of Newark’s API Services constitutes Your acceptance of the modifications and/or updates. You hereby agree that Newark will not be liable to You (or any third-party making claims through You) for any suspension, restriction, modification, discontinuation etc. due to the aforementioned. 

PROHIBITED USE

Unless otherwise set forth herein, You, including Your company, business unit or association, or anyone accessing Newark’s API Services under Your registration will not

1. upload, post, e-mail, sell, resell, transfer, distribute, transmit, broadcast, publish or otherwise provide to any other party Newark´s API Services, including any content, information, software, datasheets, and images retrieved from Newark´s API Services
2. encourage, assist any other party to upload, post, e-mail, license, sell, resell, transfer, distribute, transmit, broadcast, publish or otherwise provide any data, software, content, information, retrieved from Newark´s API Services
3. aggregate Newark´s data other than for Your internal business use
4. aggregate Newark’s data with data of Newark´s competition other than for Your internal business use
5. modify or make derivative works based upon the Newark´s API Services
6. misrepresent source or ownership
7. remove, obscure, or alter copyright, trademark, or any other intellectual property and proprietary rights notices, or falsify or delete any author attributions, legal notices, or other labels of origin or course of material
8. use Newark´s API Services improperly, which means that
   1. You will not create Internet links to any part of Newark´s API Services,
   2. You will not frame, mirror, or aggregate any part and/or results of Newark´s API Services, including but not limited to information, data, or content, on any other website, system, data services or other interfaces without Newark’s express written consent
   3. You will not reverse engineer, decompile, modify, or disassemble Newark´s API Services,
   4. You will not send spams or unsolicited messages with Newark´s API Services and not violate the integrity, performance, and reliability of Newark´s API software and system,
   5. You will not distribute advertising or promotions or initiate any other communication via Newark´s API Services,
   6. You will not download, make public or transmit data from any Newark website,
   7. You will not circumvent and attempt to gain unauthorized access to Newark´s API Services,
   8. You will not launch or cause viruses, start reverse engineering or extract or attempt to extract the source code from Newark´s API or any related software,
   9. You will not share with a third party or give access to third parties to use any operational or other data obtained using Newark´s API Services in a manner that is competitive to Newark´s API application,
   10. You will not share any technical details, aspects related to Newark´s API Services with third Parties. This information is confidential.
9. use Newark´s API Services to scrape and/ or for the capture of mass data, or create a database by systematically downloading and storing content from Newark´s API Services
10. maintain any data, content, or information in Your cache, which was retrieved using Newark´s API Services or keep cached- copies longer than forty-eight (48) hours. In lieu thereof You shall delete Your cached data regularly, at least monthly, and adduce evidence about Your deletion towards Newark, upon our request.
11. state or suggest that You are an authorized partner, distributor, or reseller of Newark, as it pertains to any material download through Newark’s API Services without Newark’s express written approval
12. use Newark’s brand, logo, or any Newark branded trademark protected materials without Newark’s express written approval
13. transfer Your API key to any third party or make Your API key publicly available.

Notwithstanding the foregoing, You may work with third party software providers to facilitate Your use of Newark’s API and Your obligations under this Agreement only if You require any such software provider to be bound by conditions and restrictions at least as protective of Newark as set forth in these Terms of Use. You acknowledge and agree that You shall be fully responsible for any act or omission by any software provider You use to facilitate your use or obligations hereunder. Any such act or omission that amounts to a breach of these Terms of Use will be deemed a breach by You.

OBLIGATION OF USER. You will mark and clearly identify Newark as the source of any information received via Newark´s API Services.

DATA PROTECTION

PERSONAL DATA. Means any information relating to an identified or identifiable natural person (data subject): an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.

DATA PRIVACY. All personal data collected and processed in connection with this Agreement shall be done so in accordance with all applicable data protection and privacy legislation. You must collect, process, store, and transfer all personal data obtained through Newark’s API Services in strict accordance with applicable law including, but not limited to, the California Consumer Privacy Act of 2018 and related regulations (“CCPA”), Regulation (EU) 2016/679 (“GDPR”) and EU data protection principles and requirements. You must process, use, and store personal data solely for the purpose contemplated by the use of Newark’s API Services and for no other purposes. If personal data of EU residents is being transferred to countries outside the EU / EEA, You shall ensure by appropriate means that such personal data continues to be handled and processed in accordance with the data protection principles of purpose limitation and necessity; data accuracy, data quality and proportionality; data security and confidentiality. Rights of data subjects (access, rectification, deletion, and objection) must be ensured. In addition, You shall reasonably assist Newark to promptly comply with inquiries it receives under applicable data protection laws, including, but not limited to, notices and access requests from data subjects received from EU data subjects exercising their rights, and orders, instructions and requests from data protection authorities or other regulators.

OWNERSHIP OF DATA. With the exception of personal data, Newark shall be the sole and exclusive owner of all data and content disclosed and transmitted to, displayed and collected by Newark or its Customers in connection with these Terms.

CONFIDENTIALITY. Each party shall maintain strict confidentiality and shall not, without the disclosing party’s prior written consent, disclose to any third party the disclosing party’s Confidential Information. The receiving party shall use the Confidential Information of the disclosing party only for the intended purpose contemplated by Newark’s API Services. Confidential Information that is disclosed orally or visually shall be confirmed to the receiving party as confidential or proprietary in writing within ten (10) days after such disclosure. Confidential Information shall not include information that: (a) was known or used by the receiving party prior to the date of such disclosure as evidenced by the receiving party’s written records; (b) is in the public domain by reason other than a breach of this Agreement; (c) has legally come into the receiving party’s possession through channels independent of the disclosing party; or (d) is required by law or legal process to be disclosed.

LICENSE

The API is owned by Newark and is protected by applicable law, with all rights reserved. Except for the limited permission to use Newark API Services, when You use the Site, You are not receiving a license or any other rights, including intellectual property rights, from Newark.

IMPORTANT NOTE; INDEMNIFICATION; DISCLAIMER; LIMITATION OF LIABILITY

IMPORTANT NOTE: Anyone with access to the API key can place legally binding orders on Your trade account. Please ensure that You only grant access to employees/persons who are authorized to place orders on Your account.

INDEMNIFICATION. You agree to indemnify and hold Newark and its officers, directors, employees, and agents harmless from and against any and all claims, demands, losses, liabilities, damages, costs, or expenses of any kind (for example, but not limited to, attorney fees/solicitor fees), arising out or in connection with either

1. Your use of Newark´s API Services or content and/or information received by the use of Newark´s API Services
2. Your violation of the Terms of Use for API herein agreed
3. Infringement of third-party rights.

DISCLAIMER. To the maximum extent permitted by applicable law, Newark´s API Services are provided “AS IS” and subject to the availability of data. In this regard Newark disclaims all representations, warranties (express, implied, statutory, not expressly mentioned, in these Terms of Use for API, including the implied warranties of merchantability, fitness for a particular purpose, and non- infringement. Moreover, Newark makes no warranty, or guarantee regarding the reliability, punctuality, quality, suitability, or availability of Newark´s API Services or any data, information, content, images or data sheets requested or obtained via the API Services, or that such service will be error free and uninterrupted.

With the use of Newark´s API Services You herewith agree that the entire risk arising out or in connection with Your use of Newark´s API Services, and any information requested or obtained with this Interface, remains solely with You to the maximum extent permitted under applicable law.

LIMITATION OF LIABILITY. In no event and to the extent permitted by applicable law, will Newark be liable to You based upon any claims arising out of Your registration, access and use Newark’s API Services. You are not entitled to any indirect, special, incidental, or consequential damages (for example, loss of profits or revenue, loss of data, loss of use, injury to reputation or loss of customers) based upon any claims arising from or related to Your registration, access, and use of Newark’s API Services. To the extent Newark cannot lawfully disclaim any implied or statutory warranties, Your statutory rights are not affected by this limitation of liability.

TERM AND TERMINATION

DURATION. These Terms of Use for API shall apply if You register for, access and/or use Newark´s API Services.

TERMINATION. You are entitled to terminate Your use of Newark’s API Services at any time with written notice. Newark reserves the right to terminate Your use of Newark’s API Services or discontinue the API’s or any portion or feature or Your access thereto for any reason and at any time without liability, notice or other obligation to You.

In case of any termination these Terms of Use for API will terminate automatically, and You will stop any further access and use of Newark´s API Services. All provisions which by their nature should survive termination shall survive termination including, without limitation, data protection, ownership of data, indemnity, disclaimer, and limitations of liability. Further, You are obliged to delete any cached or stored information and content You have received via the API.

MISCELLANEOUS

INDEPENDENT CONTRACTORS. Newark’s and Your relationship is that of independent contractors. These Terms of Use for API will not create any partnership, franchise, joint venture, or a similar relationship.

MODIFICATION OF TERMS. Newark may amend these Terms of Use for API from time to time. Any amendment or modification will be effective after publishing and Your continued access or use of Newark´s API Services. In the event that You do not agree to any change, You should discontinue Your use of Newark´s API Services in any manner for any purpose.

APPLICABLE LAW. These Terms of Use for API are governed by English law. UN Convention on the International Sale of Goods shall not apply to this Agreement. In the event that any provision of these terms shall be held invalid or unenforceable by a court of competent jurisdiction or by any future legislative or administrative actions, such holding, or action shall not negate the validity or enforceability of any other provisions hereof.