The Global Language Of Business
The Global Language Of Business
You understand and agree that by checking the box and clicking the “accept” button, your organization is agreeing to be legally bound by the following agreements: GS1 Company Prefix License (Section A) and Activate Terms of Use (Section B).
This “GS1 Company Prefix License” (the “License”) is entered into by and between GS1 Oman incorporated under the name Oman Barcoding Center, a nonprofit organization, under Registration number 1360120, having its principal place of business at Markaz Al Tijari Street First-floor OCCI, Ruwi, Muscat in the Sultanate of Oman, (hereinafter "GS1 Oman"); and the entity which is identified as “Company” hereunder, and which provides its acceptance hereto.
1. Grant of License. Subject to the terms of this License and for the Term of the License, GS1 Oman hereby grants Company a non-exclusive, non-transferable, worldwide, revocable license to use the GS1 Oman Company Prefix (“GCP”) issued to it in connection with the sale and supply of its products. The license granted herein shall not be sublicensed in whole or in part, and any attempted sublicense shall be void ab initio.
2. Use. A GCP gives access to, and use of, the GS1 system identification standards. A GCP allows Company to create any of the GS1 identification keys, including but not limited to Global Trade Item Number (“GTIN”), Global Location Number (“GLN”) and Serial Shipping Container Code (“SSCC”)(“GS1 Identification Keys”). To assist Company in creating and managing GTINs, GS1 Oman makes available to Company a specific service named “Activate” which is governed by separate Terms of Use (see section B below).
3. Term. The License comes into effect for Company on the date on which GS1 Oman notifies Company of its acceptance of its application and continues until terminated as provided in section 9.
4. Fees.
a. Company shall pay the annual license fee for the GCP (“License Fee”) to GS1 Oman annually within 30 days of the date of GS1 Oman’s invoice.
b. GS1 Oman may, from time to time, increase the License Fee.
c. GS1 Oman reserves the right to charge interest at 12% per annum in case of default to pay at the due date.
d. Company acknowledges and agrees that GS1 Oman may recover any cost it incurs related to recovering any late or unpaid fees to GS1 Oman including but not limited to interest, debt collection fees, expenses, and reasonable legal fees.
e. Where products bearing the GS1 Oman identification numbers issued to Company are already in the marketplace at the time the License is terminated, notwithstanding such termination, Company will remain liable for a fee equivalent to the then current License Fee for the period that Company continues to distribute those products bearing the GS1 Oman identification numbers.
5. Company Obligations and Permitted Use. Company shall:
a. not at any time do or commit to do anything whereby the goodwill or reputation of GS1 Oman may be prejudices or brought into disrepute;
b. only use the GCP that is issued to it in connection with the manufacture, sale and identification of its products;
c. only use GS1 Identification Keys issued to it by GS1 Oman or a GS1 Member Organization;
d. not, and not attempt to, alter, transfer, share, sell, lease, sub-license, or subdivide the GCP and/or GS1 Identification Keys issued by GS1 Oman and may not permit them to be used by any other party;
e. not use any numbers that replicate the GS1 Oman numbering system and GS1 Identification Keys;
f. recognize GS1 Oman’s right, title and interest in and to the GCP and all related intellectual property rights, including but not limited to trademarks and copyrights, and Company shall not at any time do or allow to be done any act or thing which may in any way impair GS1 Oman’s right, title or interest in the GCP or related intellectual property rights;
g. ensure that its products bear all proprietary notices that GS1 Oman may require Company to display from time to time;
h. comply with the GS1 General Specifications, available via https://www.gs1.org/barcodes-epcrfid-id-keys/gs1-general-specifications, and any other technical specifications that may be implemented and/or as amended from time to time;
i. shall forthwith notify GS1 Oman of any change to its contact details (including contact name(s), telephone number, email address, webpage) and shall ensure that its details are up-to-date and correct at all times;
j. notify GS1 Oman of any change in corporate structure including but not limited to merger, acquisition, partial purchase, split or “spin off”;
k. upon termination, assist GS1 Oman to identify GS1 Identification Keys that may be in circulation and ensure that retailers and distributors are, upon request, required to provide to GS1 Oman details of all GS1 Identification Keys relating to Company that have been processed in the preceding 12 months;
l. ensure that it has and maintains all necessary approvals, permits and licenses to operate its business activities and that the manufacture, distribution, packaging and/or sale of its products comply with all applicable laws.
6. Liability and Indemnity.
a. DISCLAIMER OF WARRANTIES: COMPANY ACKNOWLEDGES AND AGREES THAT GS1 OMAN MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE GS1 SYSTEM, THE GCP AND THE GS1 IDENTIFICATION KEYS,D ANY SUCH REPRESENTATION OR WARRANTY IS EXPRESSLY DISCLAIMED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
b. LIMITATION OF LIABILITY: TO THE FULLEST EXTENT PERMITTED BY LAW, GS1 OMAN’S TOTAL LIABILITY TO COMPANY FOR LOSS OR DAMAGE OF ANY KIND ARISING OUT OF THIS LICENSE FOR ANY AND ALL CLAIMS IS LIMITED TO THE TOTAL LICENSE FEE COMPANY PAID DURING THE 12 MONTH PERIOD PRIOR TO THE RELEVANT LIABILITY ARISING. GS1 OMAN SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE, PROFITS, OR BUSINESS, THAT MAY ARISE FROM COMPANY’S USE OF A GCP, THE GS1 IDENTIFICATION KEYS, AND/OR THE GS1 SYSTEM.
c. INDEMNITY: Company agrees to hold GS1 Oman and its affiliates, and each of its respective directors, officers, agents, employees, and representatives harmless from and against any claims, actions, proceedings, damages, costs, expenses (including reasonable attorney’s fees), and liabilities arising out of or in connection to Company’s (including its officers, employees and agents) non¬observance or breach of this License (except to the extent caused by GS1 Oman’s negligence or willful misconduct).
7. Suspension. GS1 Oman may suspend Company’s GCP license with immediate effect by a written notice to Company if Company commits a material breach of any provision of this License and until such time that such breach is cured.
8. Termination. GS1 Oman may terminate the License: (i) immediately by giving written notice if Company fails to pay the License Fee by its due date or if Company commits a breach of its obligations under this License which it fails to cure within 15 days of a written notice, or (ii) to the fullest extent permitted by the Omani law, with immediate effect in the event that Company goes into administration, liquidation or bankruptcy or is otherwise dissolved. Either GS1 Oman or Company may terminate this License in any other circumstances by giving six months’ written notice to the other party. Company may terminate this License by thirty (30) days advance written notice sent to GS1 Oman in case GS1 Oman amends the terms of the License in accordance with section 14 below. Termination of this License does not relieve either GS1 Oman or Company from liability arising from any prior breach of the terms of this License.
9. Consequences of Termination. In the event that the License is terminated, Company shall:
a. immediately cease applying the GS1 Identification Keys issued by GS1 Oman to any of the products manufactured, distributed, packaged and/or sold by Company after the termination date;
b. immediately withdraw the products that use or display any GS1 Identification Key issued by GS1 Oman created under this License from the market or re-label the products to ensure that the GS1 Identification Keys are unreadable;
c. where products bearing GS1 Identification Keys issued by GS1 Oman to Company remain in the marketplace at the time of termination then, notwithstanding such termination, Company remains liable for a fee equivalent to the License Fee for the period that Company’s products continue to be distributed or otherwise remain in the marketplace;
d. assist GS1 Oman in contacting and verifying with third party distributors and retailers through which Company has sold its products whether Company has complied with its post-termination obligations described herein; and
e. be immediately liable for all outstanding fees due and payable to GS1 Oman, such outstanding fees to be subject to a penalty interest rate of 12% per annum, or other such rate determined by GS1 Oman from the original due date for payment.
10. Privacy. GS1 Oman will handle any personal data provided by Company and its Authorized Users in accordance with the Privacy Policy available on the GS1 Oman Website (as amended from time to time).
11. Assignment. Company shall not assign its rights and obligations under this License to any other party (whether to a related entity or third party) without the prior express written consent of GS1 Oman, such consent to be given in GS1 Oman’s absolute discretion. Any purported assignment of this License by Company, without GS1 Oman’s prior express written consent, shall be void ab initio.
12. Notices. All notices required to be given hereunder shall be in writing (email included) to the other party's registered business address, principal place of business or the (email) address identified when registering to use Activate or otherwise updated by Company or its Authorized Users in Activate from time to time.
13. Authority to Contract. Company represents and warrants that it holds the necessary authority and is authorized to enter into this binding agreement and fulfil its obligations hereunder.
14. Amendment. GS1 Oman reserves the right to amend this License from time to time and such amendment shall generally be made available to Company via the contact details given to GS1 Oman and such changes shall take effect sixty (60) days after the amendment has been communicated to Company, unless Company decides to terminate the License in accordance with section 8 above.
15. Entire Agreement. This License, including all annexes, set forth the entire understanding between the parties hereto with respect to the subject matter herein, and supersedes all prior written agreements and understandings, inducements or conditions, express or implied, oral and written, except as contained herein.
16. No Partnership. The parties acknowledge and agree that this License does not constitute any joint venture, partnership or contract of employment between them. Nothing in this License is to be constructed to imply a joint venture, agency, or partnership agreement between the parties.
17. No Waiver. Neither the failure nor delay on the part of a party to exercise any right, remedy, power or privilege in whole or in part under this License shall operate as or be construed as a waiver thereof. No waiver shall be effective unless it is in writing and signed by the party asserted to grant such waiver.
18. Severability. If any provision of this License is or becomes invalid, illegal or unenforceable, such provision shall be severed and the remainder of the provisions shall continue in full force and effect.
19. Applicable law and jurisdiction. This License shall be governed by and construed in accordance with the laws of the Sultanate of Oman, without regard to principles of conflict of laws. In addition, Company consents and agrees to submit to the exclusive jurisdiction of any court located in Muscat, The Sultanate of Oman for any actions, suits or proceedings arising out of or relating to this License. Notwithstanding the aforementioned, Company accepts that GS1 Oman shall nevertheless be allowed to apply for injunctive remedies or relief (or other equivalent types of urgent legal remedy) in any jurisdiction.
20. Translations. These Terms of Use are originally drafted in English and Arabic language. In case of discrepancy between both languages, the English version shall prevail.
This Annex 1 (Unique Device Identifier Terms and Conditions) to the GS1 Company Prefix License sets forth additional terms and conditions that apply to Company when using GS1 standards and identification keys on medical devices for Unique Device Identifier purposes.
1. The Unique Device Identifier (“UDI”) is used to identify a product that is classified as a medical device under the laws or regulations of the jurisdiction where the product is placed on the market (“Medical Device(s)”). It is Company’s responsibility to assess and determine whether its product is classified as a Medical Device in the relevant jurisdiction and to comply with all UDI and other requirements.
2. GS1 is accredited or authorized by certain governmental agencies and regulatory bodies (“Regulator(s)”) as an issuer of the UDI, one of which is the U.S. Food and Drug Administration (“FDA”). Where permitted by Regulators, Company may use GS1 standards and identification keys (“GS1 Key(s)”) for UDI purposes, provided such use is in accordance with the applicable jurisdiction’s laws, regulations, and rules.
3. Where GS1 is an accredited or authorized issuing agency of the UDI, GS1 is required to comply with certain regulatory obligations, which include submitting information (reports) on all companies within GS1’s membership that are using GS1 Keys to identify Medical Devices for UDI purposes.
4. Where Company uses GS1 Keys to identify a Medical Device for UDI purposes, including where
Company uses GS1 Keys to comply with the U.S. FDA Rule, Company agrees to the following:
a. Upon GS1’s written request, Company agrees to promptly complete, and provide to GS1, a GS1 declaration (“Declaration”), which requires information concerning Company, Company’s use of its GS1 Company Prefix (GCP), and other requested information. Where the Declaration form has not been provided to Company by GS1, Company may request the Declaration form by contacting GS1’s Customer Service at [email protected]. Company further agrees to inform GS1 of any subsequent changes or updates to Company’s Declaration.
b. Company must inform GS1 if a GS1 Key will be used to identify a Medical Device and in which country the related product will be placed on the market and any subsequent changes or updates thereof.
c. Company is, and shall at all times remain, responsible for the information it provides to GS1 regarding the Medical Device and for compliance with any applicable laws and regulatory obligations and shall ensure any information provided to GS1 is accurate and up to date at all times.
d. GS1 may monitor the correct implementation of the GS1 Keys for UDI use by Company.
e. In the event GS1 identifies a Deficiency, GS1 may inform Company in writing (addressed to Company’s contact on file) of such Deficiency, suggest a way to correct the Deficiency, and require Company to correct such Deficiency within 90 calendar days from the date of the notification (the “Correction Period”). For purposes of this Annex 1, a “Deficiency” means any of the following: (i) a misconstruction of the identifier; (ii) a mismatch between the name of the company holding the license for the GS1 Key and the Company using the GS1 Key; or (iii) any other inaccurate, incomplete or outdated information.
f. GS1 may monitor whether Company has corrected a Deficiency within the Correction Period. Failing such correction, upon eight (8) calendar days after expiry of the Correction Period, GS1 may contact Company again and seek to amicably resolve the Deficiency.
g. If the Deficiency is not corrected within an additional period of ninety (90) days from the expiry of the Correction Period and where the Deficiency pertains to a repeated and/or deliberate misuse of the GS1 Keys related to the UDI, GS1 reserves the right to inform the Regulator and suspend, revoke, or otherwise modify Company’s use of the GS1 Keys for UDI implementation in the relevant jurisdiction and in cooperation with the Regulator.
h. Company acknowledges and agrees that GS1 is required, in the context of its regulatory obligations, to share certain information with the relevant Regulators, including without limitation, the fact that Company uses the GS1 Keys to identify Medical Devices placed on the market in the Regulator’s country, the GS1 Key, the name of Company, as well as any identified and uncorrected Deficiencies. Company agrees not to hold GS1 liable, and GS1 hereby excludes and disclaims liability, for any damages, losses, costs, or expenses of whatever nature incurred or suffered by Company as a direct or indirect consequence of GS1 providing such information to the Regulator(s).
5. GS1 may amend or supplement the terms of this Annex 1, including the Declaration form, from time to time, and such amendment shall generally be made available to Company via the contact details given to GS1 and such changes shall take effect sixty (60) days after the amendment has been communicated to Company.
6. For more information concerning the use of GS1 Keys for UDI purposes, please consult https://www.gs1.org/industries/healthcare/udi
These Activate Terms of Use (“Terms of Use”) are entered into by and between GS1 Oman and the entity which is identified as Company hereunder (“Company”), and which provides its acceptance of these Terms of Use by click- to-accept. These Terms of Use are effective as of the date on which they were first accepted by Company in accordance with the above.
1. Definitions. In these Terms of Use, capitalized terms shall have the following meaning:
a) “Activate” is a web-hosted key issuance service provided by GS1 Oman and is accessible via the Website.
b) “Affiliate” means, with respect to a particular person, any entity that directly or indirectly controls, is controlled by, or is under common control with such person.
c) “Authorized Users” means any person or entity accessing or using Activate through Company’s account.
d) “Brand Owner” means a manufacturer or a retailer with private label products.
e) “Brand Owner Data” means product data expressed as data attributes (whether in the form of text, images or otherwise) owned by or licensed to Company and provided to GS1 Oman for publication in and distribution through the GS1 Registry Platform.
f) “Data Recipient” means a party viewing and/or using the Brand Owner Data, in or through the services and solutions made available via the GS1 Registry Platform, subject to the acceptance of applicable terms of use for such service or solution.
g) “Data Source” means the party (GS1 Member Organization, data pool, etc) that has executed an agreement with GS1 Oman or an Affiliate of GS1 Oman pursuant to which such party provides Brand Owner Data collected in another service or database operated by it to the Service from time to time.
h) “Designee” means a party authorized by a Brand Owner to create, maintain, manage and/or deliver its principal’s Brand Owner Data (including, without limitation, a distributor or a content provider), it being understood that such party must be able to demonstrate its authority to provide and license Brand Owner Data to GS1 Oman for the purpose of the GS1 Registry Platform and grant the license set out in Section 6 at all times and at GS1 Oman’s first request.
i) “GDSN” means the Global Data Synchronization Network, a network of interoperable data pools and the GS1 Global RegistryTM that enables data synchronization per the GS1 System standards.
j) “GS1” means GS1 AISBL, an international not for profit association incorporated under Belgian law with registered office at Avenue Louise 326, 1050 Brussels, Belgium, (RPM Brussels: 419.640.608;
k) “GS1 Oman” a nonprofit organization, under Registration number 1360120, having its principal place of business at Markaz Al Tijari Street First-floor OCCI, Ruwi, Muscat in the Sultanate of Oman;
l) “GS1 Member Organization” means a member organization of GS1 as such term is normally understood with respect to GS1 Oman.
m) “GS1 Registry Platform” means the registry platform, including all equipment, systems, software and processes necessary to operate it, operated by GS1 Oman or any of its Affiliates from time to time to provide the Service.
n) “GS1 system” means the specifications, standards, and guidelines administered by GS1 Oman.
o) “Party” means Company or GS1 Oman.
p) “Policies” means the Privacy Policy and any policies adopted, implemented, and/or modified by GS1 from time to time, governing operational
aspects of the Service and made available on the Website.
q) “Personal Data” means Information or an opinion about an identified individual, or an individual who is reasonably identifiable: whether the information or opinion is true or not; and. whether the information or opinion is recorded in a material form or not.
r) “Privacy Policy” means the "GS1 Oman Privacy Policy", as published on the Website and as amended from time to time.
s) “Service” has the meaning given in Section 3 below.
t) “trusted” means, in relation to Brand Owner Data, if such data originates from, is authorized or validated by a Brand Owner.
u) “Website” means https://www.gs1oman.org (or any successor website).
2. General Provisions. Company acknowledges that it has read and accepts these Terms of Use. If Company does not agree to all of the terms and conditions of these Terms of Use, it may not access or otherwise use Activate. GS1 Oman may amend these Terms of Use at any time in accordance with section 18 herein.
3. Service. For the purpose of these Terms of Use, the Service is comprised of:
a. Activate, which allows users to create and manage Global Trade Item Numbers (“GTINs”) to identify Company’s products, created on the basis of a GS1 Company Prefix (“GCP”) licensed from GS1 Oman under the “GS1 Company Prefix License” (the “License”), and to generate corresponding barcode images; and
b. GS1 Registry Platform, which is a registry platform of GS1 keys, including the rules about data associated with the GS1 keys (via the Global Data Dictionary) which is built on an infrastructure that supports API interfaces, analytics and security. The GS1 Registry Platform is a registry through which GS1 and the GS1 Member Organizations provide various global services and business solutions which enable Brand Owners (directly or via a Designee) to store and share trusted data about their products with Data Recipients and enables Data Recipients to query and/or use such trusted data.
For the purpose of these Terms of Use, Activate and the GS1 Registry Platform described in this section 3 collectively constitute, the “Service”. GS1 Oman will provide the Service with reasonable care and skill and in accordance with applicable laws and regulations. GS1 Oman does not represent or warrant that the Service will be secure or free from error or interruption. GS1 Oman may from time to time make modifications to the Service, including to its design, functionalities and appearance, or cease its operation.
4. Access. Company’s right to access Activate is contingent upon its License with GS1 Oman being current. If, at any time,Company ceases to be in good standing under the License (i.e., it fails to meet all its obligations under the License), its right to access Activate will be suspended and terminated as set forth in section 16 herein and further access will be denied. Company shall be responsible and liable for all access to and use of Activate and the Website by Authorized Users or otherwise through Company’s account and for the Authorized Users’ compliance with these Terms of Use. Upon registration, Company will receive login details for use by Authorized Users only. Company shall maintain the confidentiality of such login details and notify GS1 Oman immediately of any unauthorized use or threatened use thereof.
5. Permitted Use. Company may access Activate for internal business or educational purposes only. Any other use of Activate is strictly prohibited. GS1 Oman may, for quality assurance and/or analytics purposes, monitor Company’s use of Activate.
6. License Grant. Company is a Brand Owner or a Designee and wishes to share Brand Owner Data via the Service.
Subject to these Terms of Use:
a. Company hereby grants to GS1 Oman, and GS1 hereby accepts such grant, a non-exclusive, world-wide, non¬transferable (except as expressly set out herein), royalty-free right and license (including the right to sub¬license to Data Recipients) to use the Brand Owner Data for any purpose related to the Service. Company understands that and agrees to its Brand Owner Data will be shared by GS1 Oman with Data Recipients through both local and global GS1 services and solutions made available via the GS1 Registry Platform, and
b. GS1 Oman hereby grants to Company (acting through its Authorized Users), and Company hereby accepts such grant, a right of access to Activate for its own business purposes (including administration of its Authorized Users).
7. Company Obligations.
a. Company covenants, represents and warrants that it shall not upload to Activate, and consequently make available via the Service, any Brand Owner Data, which:
i. is not trusted;
ii. violates any privacy rights, copyrights, trademarks, patents, or other intellectual property rights of any third party or violates any applicable laws or regulations;
iii. does not comply with the GS1 system or violates applicable Policies;
iv. contains or introduces a virus, Trojans, worm, logic bomb or any other materials which are malicious or technologically harmful; or
v. restricts, inhibits or interferes with any other party’s use of Activate or the GS1 Registry Platform.
b. Company shall not decompile, reverse-engineer, alter, or in any way tamper with all or part of the Service or any internet site or any software comprised therein, nor cause, permit or assist any other person directly or indirectly to do any of the above.
c. Company shall be responsible and liable for all access to and use of Activate, the Website and the Service by Authorized Users or otherwise through Company’s account.
8. Quality of Brand Owner Data. Company understands that:
a. it shall be responsible for the quality and accuracy of its Brand Owner Data; and
b. its Brand Owner Data will be validated against and shall comply with the data validation rules set out in the GS1 General Specifications (available via https://www.gs1.org/standards/barcodes-epcrfid-id-keys/gs1-general-specifications ), the Global Data Dictionary and any other technical specifications that may be implemented and/or as amended from time to time; and
c. if GS1 Oman, in its sole discretion, suspects or believes that the Brand Owner Data is submitted or published to Activate, and consequently, the GS1 Registry Platform in violation of these Terms of Use (e.g. it violates a third party’s intellectual property rights), GS1 Oman may take appropriate remedial action (including, without limitation), by temporarily suspending the availability of or definitively removing the said Brand Owner Data from the GS1 Registry Platform and, consequently, any services and/or solutions related thereto.
9. Representations & Warranties. Company represents, warrants and covenants that:
a. its Brand Owner Data originates from, is authorized and/or approved (e.g., validated) by Company;
b. it shall not upload, post, transmit to, distribute or otherwise publish through Activate, the Website or the Service any communication, or any part thereof, which:
i. restricts or inhibits any other user from using and enjoying Activate, the Website or the Service;
ii. is unlawful, abusive, libelous, defamatory;
iii. constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law;
iv. violates, plagiarizes or infringes the rights of GS1 Oman or any other third party including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right or violates any applicable laws or regulations;
v. does not comply with the GS1 system;
vi. contains a virus, Trojans, worms, logic bombs or any other materials which are malicious or technologically harmful; or
vii. constitutes or contains false or misleading statements of fact or indications of origin;
c. with respect to these Terms of Use:
i. these Terms of Use represent a valid and legally binding obligation on it and is enforceable against Company (including its Authorized Users) in accordance with the terms hereof;
ii. it has full power and authority to grant the license as referred to in section 6 and to perform its obligations herein; and
iii. the use of Brand Owner Data by GS1 Oman and/or Data Recipients (for the latter, in compliance with the applicable service or solution terms of use) shall not infringe any copyrights, trademarks, patents, database rights or other intellectual property rights of any third party nor violate any applicable laws or regulations.
10. DISCLAIMER OF WARRANTIES. ACTIVATE AND THE GS1 REGISTRY PLATFORM, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE THEREON OR ACCESSIBLE THERE THROUGH, IS PROVIDED "AS IS". TO THE FULLEST EXTENT PERMISSIBLE BY LAW, GS1 OMAN MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER FOR OR RELATING TO ACTIVATE AS WELL ANY OF THE MATERIALS, OR RELATING TO ANY LINKS TO OTHER SITES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION TO OR THROUGH ACTIVATE AND/OR THE WEBSITE OR ANY LINKED SITE. FURTHERMORE, GS1 OMAN DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. GS1 OMAN DOES NOT WARRANT THAT THE WEBSITE OR THE OPERATION THEREOF WILL BE UNINTERRUPTED, OR THAT THE MATERIALS WILL BE ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
11. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY AGREES THAT NEITHER GS1 OMAN NOR ANY OF ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS OR REPRESENTATIVES NOR ANY GS1 MEMBER ORGANISATION(S) SHALL BE LIABLE FOR ANY DAMAGES FOR LOSS OF PROFITS, RESULTING FROM THE USE OR THE INABILITY TO USE ACTIVATE, THE WEBSITE OR THE SERVICE (WHETHER OR NOT ANY SUCH INABILITY TO USE THE WEBSITE ARISES FROM ANY ACTION OR NEGLIGENCE OF GS1 OMAN), OR FROM ANY ERRORS CONTAINED IN THE MATERIALS EXCHANGED OR OTHERWISE TRANSFERRED ON OR THROUGH ACTIVATE OR THE GS1 REGISTRY PLATFORM, OR FOR ANY TRANSACTION MADE ON THE WEBSITE, OR ARISING FROM ANY OTHER MATTER RELATING TO ACTIVATE OR THE WEBSITE. COMPANY SHALL BE LIABLE FOR THE BRAND OWNER DATA IT SHARES TO THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER GS1 Oman NOR ANY GS1 MEMBER ORGANISATION SHALL BE LIABLE TO COMPANY OR A THIRD PARTY FOR ANY HARM, EFFECTS OR DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ACTUAL, DIRECT, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN RELATION TO THE COMPANY’S OR THIRD PARTY’S USE OF COMPANY’S BRAND OWNER DATA.
12. Third Party Equipment and use of the World Wide Web. If GS1 Oman publishes a list of system requirements and/or compatible equipment for use in conjunction with Activate, such list neither constitutes an endorsement of such equipment, nor any warranty or representation that the equipment will function to Company’s satisfaction. Because GS1 Oman has no control over equipment that is manufactured and/or distributed by third parties, Company’s use of any such equipment is in its sole discretion and it is solely responsible for such use and GS1 Oman shall not be responsible for any defects, malfunctions or any other problems that may arise in its use of equipment. Activate may contain links to other World Wide Web Internet sites. Links to and from Activate and any other site(s) do not constitute an endorsement by GS1 nor GS1 Oman of such site(s), or of its owner or provider, or of any products or services offered for sale thereby or information contained thereon.
13. Indemnification. Company agrees to indemnify, defend and hold GS1 Oman, GS1 Member Organizations and all their respective officers, directors, agents, employees and affiliates (hereinafter referred to collectively as the "Indemnified Parties") harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach by Company of these Terms of Use or any of the foregoing representations, warranties and covenants, or in connection with any claim arising out of any transaction offered or made via Activate or the Service, including, without limitation, legal fees and costs. Furthermore, Company releases the Indemnified Parties from any claims, demands and/or damages, actual or consequential, of every kind and nature known or unknown, suspected and unsuspected, disclosed or undisclosed, arising out of or in any way related to any transaction instituted or made via Activate. Company shall cooperate as fully as reasonably required in the defense of any claim. GS1 Oman reserves the right to assume the exclusive defense and control of any matter subject to indemnification by Company.
14. Intellectual Property. All (intellectual property) rights, title and interest in and to the Website, Activate and the GS1 Registry Platform are owned by GS1 Oman or its licensors. Company shall not decompile, reverse-engineer, alter, or in any way tamper with all or part of the Service and/or the Website or any software comprised therein, nor cause, permit or assist any other person directly or indirectly to do any of the above. GS1 Oman may place certain materials on the Website relating to GS1 Oman and its business and/or relating to Activate (the "Materials"). All such Materials are also protected by copyright laws and international conventions and treaties, and are owned or controlled by GS1 Oman or by the party credited as the owner or provider thereof. Company agrees to honor any and all copyright notices and any other restrictions contained in the Materials. GS1 Oman may change, suspend or discontinue any aspect, feature or database of Activate at any time, without prior notice. GS1 Oman may also impose limits on certain services or features or restrict Company’s access to any of the Materials without providing prior notice or incurring any liability.
15. Data Protection. The Parties acknowledge and agree that for the purposes of the Agreement, each Party acts as a date protector in their own right and is responsible for compliance with all obligations and duties under applicable Data Protection Laws in the Sultanate of Oman in respect of any Personal Data which they may process in execution of the Agreement herein.
16. Confidentiality. Company acknowledges that communications to and from the Website are not confidential. Company furthermore acknowledges that by submitting a communication to the Website, no confidential, fiduciary, contractually implied or other relationship is created between Company and GS1 Oman, other than as set forth in these Terms of Use.
17. Suspension and Termination.
a. Notwithstanding any other arrangements between Company and a Data Source, either Party may suspend or terminate the participation of Company to the Service:
i. with immediate effect if the other Party breaches any material provision of these Terms of Use and fails to cure such breach within 15 days of receipt of written notice of such breach from the other Party,
ii. if either Party starts any insolvency or liquidation proceedings (in which case no notification shall be required), and
iii. at any time for any reason by giving thirty (30) days’ notice in writing to the other Party.
GS1 Oman also reserves the right to limit the visibility of Company’s Brand Owner Data and/or participation to the GS1 Registry Platform if it is in breach of an agreement with a GS1 Member Organization (e.g. it is no longer current in its payment obligations towards such GS1 Member Organization). GS1 Oman will notify Company of any such termination in accordance with section 15 below.
For the avoidance of any doubt, a termination of Company’s participation to the GS1 Registry Platform shall not affect any other agreement Company may have with GS1 Oman or any of its Affiliates in relation to the GDSN.
b. Upon suspension or termination of Company’s participation to the Service:
i. Company's rights to access and use the Service under these Terms of Use shall cease;
ii. notwithstanding the termination of any agreements between Company and Data Source or GS1, GS1 Oman and Data Source shall retain the Brand Owner Data for internal purposes and shall have the right to make third parties aware of the expiry of the rights of Company in the GTIN, if applicable. In such case, such Brand Owner Data may be displayed in the Service and marked as no longer being updated (or similar), and Company may request that GS1 no longer shows such Brand Owner Data; and
iii. any Brand Owner Data which has been shared with any Data Recipient prior to such termination may continue to be used by such Data Recipient in accordance with the applicable terms of use, and GS1 Oman shall under no circumstances be liable for any action or inaction of such Data Recipient.
c. The provisions of sections 1, 4b), 8c), 10, 11, 13, 14, 21 and 25 shall survive termination.
18. Warranties of GS1. GS1 Oman covenants, represents and warrants that (i) these Terms of Use are enforceable against GS1 Oman in accordance with its terms and (ii) GS1 Oman shall not use the Brand Owner Data for any purposes other than in connection with the Service.
19. Amendments. Company acknowledges that GS1 Oman reserves the right to amend these Terms of Use from time to time. GS1 Oman agrees that the amended Terms of Use shall be made available to Company (either directly to its Authorized Users or via its selected Data Source) at least thirty (30) days prior to the effective date and shall become effective as against Company on the effective date thereof, unless Company terminates its participation in accordance with section 1.a)(iii). The continued use of the Service by Company after the aforementioned period of thirty (30) days shall be deemed to constitute Company’s consent to the amended Terms of Use.
20. Privacy. GS1 Oman will handle any personal data (including any personal data of an Authorized User) in accordance with the Privacy Policy on the Website.
21. Notices. All notices required to be given hereunder shall be in writing (email included) to the other Party's registered business address, principal place of business or address identified on its webpage or the (email) address identified when registering to use the Service or otherwise updated by the Authorized User from time to time.
22. Severability. If any provision of these Terms of Use is deemed to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect to the fullest extent permitted by law.
23. No Waiver. Failure by GS1 Oman to assert a right under these Terms of Use shall not be deemed as a waiver to exercise such right. No waiver of any right set forth herein shall be deemed effective unless given in writing and signed by the GS1 Oman.
24. Assignment. Company shall not assign its rights or obligations under these Terms of Use in whole or in part without the prior written consent of GS1 Oman. GS1 Oman may assign its rights or obligations under these Terms of Use to an Affiliate without Company's consent. GS1 Oman shall provide written notice to Company of any such assignment.
25. Law. These Terms of Use shall be governed by and construed in accordance with the laws of The Sultanate of Oman, without regard to principles of conflict of laws. In addition, each of the Parties consents and agrees to submit itself to the exclusive jurisdiction of any court located in The Sultanate of Oman, for any actions, suits or proceedings arising out of or relating to these Terms of Use. Notwithstanding the above, Company agrees that GS1 Oman shall nevertheless be allowed to apply for injunctive remedies or relief (or other equivalent types of urgent legal remedy) in any jurisdiction.
26. Translations. These Terms of Use are originally drafted in English. Any translation is made available as a courtesy only and, in case of discrepancy between the original English version and the translation, the English version shall prevail.