Spectrum Business Customer API Terms and Conditions for Enterprise Services

Spectrum Business Customer API Terms and Conditions for Enterprise Services

These Spectrum Business Customer API Terms and Conditions for Enterprise Services (“API T&Cs”) constitute an agreement between Charter Communications Operating, LLC, on behalf of itself and its affiliates (collectively, “Spectrum”), and Spectrum’s customer (“Customer”) that uses the API (defined below). The API T&Cs apply to Customer’s use of Spectrum’s application programming interfaces that enable the interaction of Customer with certain systems and/or functions of Spectrum (collectively, “API”). Spectrum and Customer are referred to herein collectively as the “Parties,” and each individually as a “Party.”

1. AGREEMENT TO API T&CS AND UPDATES.

By using the API, Customer acknowledges and agrees to the API T&Cs. Customer’s acceptance of the API T&Cs is a condition to use of the API. Spectrum has the right to modify the API T&Cs from time to time, and Customer’s continued use of the API constitutes Customer’s acceptance of any updated API T&Cs. Therefore, Spectrum recommends that Customer regularly review the API T&Cs.

2. LICENSE GRANT; OWNERSHIP.

Subject to the terms and conditions herein, Spectrum hereby grants to Customer, and Customer hereby accepts, a non-exclusive, non-transferable, non-assignable, revokable, royalty-free, limited license to use the API for its intended purpose (“License”). All right, title and interest in and to the API and all information with respect to the API, including, without limitation, all trade secrets, copyrights, patents, and other intellectual property rights related to the API shall, as between Spectrum and Customer, at all times remain with Spectrum or its licensors. Customer shall not modify, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of any software included in the API or the operation of the API, unless expressly authorized by a separate written agreement between the Parties.

3. TERM.

Unless terminated earlier in accordance with the API T&Cs, (i) Customer shall be permitted to use the API, and (ii) the License shall remain in existence, for as long as Customer has the contractual right to use the Spectrum services to which the API relates. Upon the termination of Customer’s right to use the API and License, Customer shall immediately stop using the API and the License shall be deemed cancelled and revoked.

4. API TERMS.

a. In order for the API to operate as intended, Customer must follow the specifications set forth in the applicable API guide (“API Guide”) which is located at https://enterprise.spectrum.com/support/faq/account/client-apis.html (or successor URL). Spectrum has the right to modify the API Guides from time to time, and Customer’s continued use of the API shall constitute Customer’s acceptance of any updates to the applicable API and API Guides. Therefore, Spectrum recommends that Customer regularly review the API Guides. Customer is responsible for compliance with the API Guides and the additional terms and conditions set forth in the API Guides are incorporated into the API T&Cs by reference.

b. Customer acknowledges and agrees that Spectrum will rely on the information provided by Customer through use of an API, and therefore, if that information is incomplete, unclear, or inaccurate, resolution of the underlying issue may not be properly completed or completed at all, and Spectrum shall not be liable or responsible for the results thereof.

c. Customer agrees that it shall only use the API in connection with services provided by Spectrum.

d. Customer may not transmit personally identifiable information or any protected information of third parties via the API or transmit information in violation of law or rights of third parties.

e. Customer will take all required actions to prevent any codes or viruses from being included in data transmitted by Customer via the API.

f. Customer is responsible for managing access to the API and ensuring that only Customer’s authorized personnel have access to and use the data and functions provided by the API.

g. Customer must contact Spectrum directly through Spectrum’s current, standard telephone or email support process if Customer receives an error response with regard to a network/service issue that Customer is trying to communicate to Spectrum or does not receive confirmation that a transaction was completed using the API. Failure to do so will impact Spectrum’s response and/or the transaction intended by Customer, for which Spectrum will not be liable or responsible.

h. For any API related support issues, please email: DL-Ent-Spectrum-API-Support@charter.com.

i. Since use of the API is not a requirement for Customer’s use of the services Customer purchases from Spectrum, and use of the API is not necessary for such services to function properly, Spectrum shall have the right at any time and for any reason to terminate, suspend, or limit Customer’s access to the API, and/or change the functionality of and the information available through the API.

j. Since the API is independent from the services Customer purchases from Spectrum, the API T&Cs are independent from Customer’s service agreement related to such services (“Service Agreement”). If the API is not functioning properly, that does not excuse Customer’s compliance with its obligations under the Service Agreement.

5. DISCLAIMER OF WARRANTY; NO SLAs; LIMITATION OF LIABILITY; INDEMNITY; CONFIDENTIALITY.

a. DISCLAIMER OF WARRANTIES. AS THE API IS BEING PROVIDED TO CUSTOMER FOR NO CHARGE, IT IS PROVIDED “AS IS”, WITH ALL FAULTS, AND WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, AND SPECTRUM EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE API AND USE THEREOF, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, SECURITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE. CUSTOMER ACKNOWLEDGES AND AGREES THAT NO THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, ANY OF SPECTRUM’S THIRD PARTY SERVICE PROVIDERS, MAKE ANY WARRANTIES TO CUSTOMER UNDER THE API T&CS, AND SPECTRUM DOES NOT MAKE ANY WARRANTIES ON BEHALF OF SUCH THIRD PARTIES UNDER THE API T&CS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY OR QUIET ENJOYMENT. SPECTRUM DOES NOT AND CANNOT CONTROL THE FLOW OR COMPLETE SECURITY OF DATA TO OR FROM ITS NETWORK AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW AND SECURITY DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES AND OTHER ISSUES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER’S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF) OR THE SECURITY OF CUSTOMER’S DATA. ALTHOUGH SPECTRUM WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, SPECTRUM CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, SPECTRUM DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

b. No Service Level Agreements; Credits. Spectrum does not offer any service level agreements or credits for downtime or incident response times related to the API.

c. LIMITATION OF LIABILITY. IN NO EVENT WILL SPECTRUM, ITS AFFILIATES, OR ITS LICENSORS HAVE ANY LIABILITY TO CUSTOMER OR ITS AFFILIATES IN CONNECTION WITH THE API OR THESE API T&CS, INCLUDING, WITHOUT LIMITATION FOR OUTAGES, DATA LOSS, MALFUNCTION OR NON-FUNCTION. IN NO EVENT WILL EITHER PARTY, THEIR AFFILIATES, OR THEIR LICENSORS HAVE ANY LIABILITY TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, ANY LOST REVENUES OR PROFITS, DAMAGES FOR INTERRUPTION OF USE, OR FOR LOSS, INACCURACY, CORRUPTION, OR LOST OR BREACHED DATA) ARISING OUT OF USE OF THE API OR THESE API T&CS, UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT, AND WHETHER OR NOT SUCH PARTY WAS OR SHOULD HAVE BEEN ADVISED OR BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGE, REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THESE API T&CS FAILS OF ITS ESSENTIAL PURPOSE.

d. INDEMNITY. Unless prohibited under applicable law, Customer shall indemnify, defend, and hold harmless Spectrum with regard to any claims, liability, damages, costs, loss, and expenses (including, without limitation, reasonable attorneys’ fees) that Spectrum incurs caused by, related to, or arising from Customer’s improper use of the API or use other than in accordance with the API T&Cs.

e. CONFIDENTIALITY. Customer agrees that it and its authorized users shall keep confidential and not distribute any information made available by the API or use it in any manner other than as permitted herein. Customer agrees that any such information constitutes confidential and proprietary information of Spectrum.

6. GENERAL.

a. ENTIRE AGREEMENT. The API T&Cs (including the API Guides) constitute the entire agreement and understanding between the Parties with respect to Customer’s use of the API, and supersede all prior understandings, promises, and undertakings, if any, made orally or in writing by or on behalf of the Parties with respect to Customer’s use of the API.

b. SEVERABILITY. To the extent any term, covenant, condition, or portion of the API T&Cs is held to be invalid or unenforceable, the remainder of such term, covenant, condition, or portion of the API T&Cs shall be amended to as closely as possible achieve the intended effect of the Parties in a valid, lawful, and enforceable manner, or if not possible, then deleted and ineffective to the extent thereof, all without affecting any other term, covenant, condition, or portion of the API T&Cs.

c. GOVERNING LAW, ARBITRATION, WAVIER OF JURY TRIAL, VENUE. Notwithstanding that the API T&Cs are not part of and are independent from the Service Agreement, the governing law, arbitration, WAIVER OF JURY TRIAL, and venue provisions, if any, of the underlying Service Agreement between Customer and Spectrum shall apply to any matters related to the construction, interpretation, and performance of the API T&Cs and API, and Customer’s and Spectrum’s relationship related thereto

d. No Third-Party Beneficiaries. The API T&Cs and the Parties’ respective performance of obligations as described herein are not intended to benefit any person or entity not a party to the API T&Cs, and no other person or entity shall have any rights hereunder nor the right to require performance of obligations by either of the Parties.

e. WAIVER. Except as otherwise provided herein, the failure of either Party to enforce any provision of the API T&Cs shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision. To be legally binding on either Party, any waiver must be in writing.