Terms of Service / Licensing

CUSTOMER API / UI TERMS OF USE


This Customer API / UI Terms of Use (“API / UI Terms of Use”) is entered into as of the last date of signature below (the “Effective Date”) by and between CenturyLink and Customer, each as defined below, and shall remain in effect until the termination of Customer’s master services agreement with CenturyLink unless earlier terminated by CenturyLink at CenturyLink’s sole and absolute discretion (“Service Period”). “You” and “Your” shall refer to you and to Customer and its employees, agents, Affiliates and other individuals using the API / UI Service on Customer’s behalf. “Affiliate” shall mean any entity controlling, controlled by, or under common control with another entity at any time during the Service Period. You represent and warrant that Customer is a customer of CenturyLink or an Affiliate of CenturyLink and that Customer has signed a master services agreement with CenturyLink or such Affiliate, and if using the API / UI Service in connection with the CenturyLink Dynamic Connections Service, agreed to the terms and conditions of the CenturyLink Dynamic Connections Service Schedule.


1. Description. “API / UI Service” means all web sites and user interfaces, including without limitation all associated features, functionality and underlying software tools related thereto and/or contained therein, and all information contained thereon including, without limitation any application programming interfaces as well as any software applications, libraries or modules (e.g., clients) that You may develop based on any such application programming interfaces and any services provided by CenturyLink to You in connection therewith. API / UI Services provide You access (through the Media Portal, which terms of use You agree are incorporated herein) to certain of Your CenturyLink service and account information and to submit requests in connection with the CenturyLink Dynamic Connections Service.


2. Your Network. You acknowledge that all of Your premise network infrastructure and equipment (including, but not limited to, routers, switches, firewalls, servers and personal computers) (hereinafter “Your Network”) is Your sole responsibility. CenturyLink may provide You with guidelines for Your Network’s minimum system requirements, compatibility, and other information necessary to use the API / UI Service in accordance with these API / UI Terms of Use.


3. Intellectual Property. The API / UI Services and all copyrights, patent rights and all intellectual property rights related thereto are the sole and exclusive property of CenturyLink. You are hereby provided a non-exclusive, limited, non-transferrable, personal, revocable (at CenturyLink’s sole discretion), non-sublicenseable, non-assignable right to access and/or use the API / UI Services during the Service Period solely in accordance with these API / UI Terms of Use.


4. Disclaimers. THE API / UI SERVICES ARE PROVIDED “AS-IS” AND CENTURYLINK MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING USE OF THE API / UI SERVICES AND MAKES NO WARRANTY THAT THE API / UI SERVICES OR USE THEREOF WILL BE UNINTERRUPTED, ERROR-FREE OR VIRUS-FREE. CENTURYLINK HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR ANY WARRANTY OF NON-INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. YOU ACKNOWLEDGE THAT THE API / UI SERVICES MAY INCLUDE VERSIONS OF SOFTWARE, APPLICATION PROGRAMMING INTERFACES, BUGS, VIRUSES AND OTHER ERRORS, MAY HAVE LIMITED FUNCTIONALITY, MAY BE SUBJECT TO INTERRUPTIONS OR DELAYS, MAY NOT PROCESS DATA PROPERLY, MAY NOT OPERATE IN ACCORDANCE WITH ANY SPECIFICATIONS OR DOCUMENTATION, AND/OR MAY NOT SUPPORT YOUR BUSINESS REQUIREMENTS (“ERRORS”). ANY DOCUMENTATION, USER’S MANUALS, SPECIFICATIONS, AND OTHER MATERIALS SUPPLIED BY CENTURYLINK PERTAINING TO THE API / UI SERVICES MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS. CENTURYLINK MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY MATERIALS SUPPLIED IN CONNECTION WITH THE API / UI SERVICES, OR ACCURACY OF ANY RESULTS OR OUTPUT RENDERED BY THE API / UI SERVICES OR THAT THE API / UI SERVICES ARE ERROR-FREE, AND YOU AGREE THAT CENTURYLINK SHALL NOT BE LIABLE FOR ANY DAMAGE SUFFERED BY YOU IN CONNECTION WITH YOUR USE OF API / UI SERVICES OR CAUSED BY SUCH ERRORS. YOU AGREE THAT CENTURYLINK SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY ON YOUR BEHALF FOR ANY REASON WHATSOEVER. YOUR USE OF THE API / UI SERVICES IS AT YOUR OWN RISK, AND YOU AGREE THAT ANY AND EVERY FORM OF LIABILITY TO CENTURYLINK IS EXPRESSLY DISCLAIMED.


5. CenturyLink Network/Portal Access and Use. Through use of the API / UI Service, You will have a view into part of the CenturyLink network such that You can access and view service and account information and utilize available functionality, which functionality may include opening and monitoring trouble tickets, obtaining billing and usage information, placing Customer Orders, other available functionality, and for: (i) CenturyLink CDN customers, near real-time changes to Your CDN cache delivery configurations; and (ii) CenturyLink Dynamic Connections customers, requesting the modification, addition and deletion of Ethernet Virtual Connections (as defined in the CenturyLink Dynamic Connections Service Schedule). You understand and acknowledge that Your access and use of the API / UI Service, is also governed by and subject to the “CenturyLink® Portal Access –Terms of Use” and the “CenturyLink® Dynamic Connections Portal – Terms and Conditions” (if applicable); provided, however, if there is a conflict between these API / UI Terms of Use and the CenturyLink® Portal Access –Terms of Use and/or the CenturyLink® Dynamic Connections Portal – Terms and Conditions, then these terms shall govern. You shall have sole responsibility and liability for the security, administration, and all actions of API / UI Service users. You shall control and be solely responsible for users’ access to, and use of, all information, data, and functionality available using the API / UI Services. CenturyLink reserves the right to change the functionality of and the information available through the API / UI Services in its sole and absolute discretion, including adding or removing features or functionality or discontinuing access completely. Use of information obtained via the API / UI Services (including any use by end users) shall be limited and consistent with the confidentiality obligations in these API / UI Terms of Use, and You shall ensure that any use of information by Your end users is consistent with the foregoing. Your access to, and use of, the information via the API / UI Service is subject to CenturyLink’s Acceptable Use Policy and Your confidentiality agreement or non-disclosure agreement with CenturyLink. If there is no such confidentiality agreement or non-disclosure agreement between You and CenturyLink, then You agree that the API / UI Services and all information, data, and documentation associated therewith, including any data or information that You receive using the API / UI Services, constitutes proprietary and confidential information of CenturyLink, and You agree: (i) not to use such confidential information for any purpose other than explicitly set forth herein; (ii) not to disclose such confidential information to any third party, and (iii) to indemnify and hold CenturyLink harmless from any claims, liabilities, losses, damages and expenses arising from or related to Your breach of these obligations (i) and (ii), and further, You agree that these obligations (i), (ii) and (iii) shall survive in perpetuity, and that Your unauthorized disclosure of such confidential information may cause irreparable harm to CenturyLink, and as a result thereof, in addition to any other remedies available, CenturyLink shall be entitled to seek injunctive and other extraordinary relief in a court of competent jurisdiction in order to enforce Your obligations hereunder. CenturyLink may deny access to any user or group of users, in its sole and absolute discretion, at any time for any or no reason. You acknowledge that the information compiled for access via the API / UI Service is representative of CenturyLink service(s) and network performance only and shall not be used to determine the applicability of service level agreement credits or any other remedy whatsoever.


6. Indemnity. You shall defend, indemnify and hold harmless CenturyLink its agents, affiliates, customers, employees, directors, investors, shareholders and representatives from any claim, liability, loss or damage arising directly or indirectly from any breach of Your obligations contained herein or any breach of these API / UI Terms of Use by You.


7. Limitation of Liability. WITH THE EXCEPTION OF YOUR INDEMNITY OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER FOR LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, THE COST OF PURCHASING REPLACEMENT API / UI SERVICES, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF THE PERFORMANCE OR FAILURE TO PERFORM UNDER THESE API / UI TERMS OF USE OR IN CONNECTION WITH THE API / UI SERVICES. CENTURYLINK WILL HAVE NO LIABILITY FOR ANY CLAIM BY YOU, OR AGAINST YOU BY A THIRD PARTY, IN CONNECTION WITH ANY RELIANCE UPON OR FAILURE OF THE API / UI SERVICES OR ANY RESULTS DISPLAYED BY OR OUTPUT FROM THE API / UI SERVICES, INCLUDING ANY ELECTRONIC MAIL RESULTING FROM OR OTHERWISE RELATED TO COMPANY’S USE OF THE API / UI SERVICES, WHICH MAY OR MAY NOT INCLUDE RESULTS OR OUTPUT, OR THE ATTEMPT OF ANY OF THE FOREGOING, HOWEVER CAUSED AND WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.


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