AUTHENTICATION API LICENSE AGREEMENT
This Authentication API License Agreement (“Agreement”), effective as of the date you agree to the terms hereof (“Effective Date”), is between Comcast Cable Communications Management, LLC, with its principal place of business at 1701 JFK Boulevard, Philadelphia, PA 19103 (“Comcast”) and the entity that is creating an account and accepting the terms of this Agreement (“Company” or “you” and its grammatical relatives). Comcast and Company are each referred to individually as a “party,” and collectively as the “parties.”
BY CREATING AN ACCOUNT ON THE XFINITY DEVELOPERS WEBSITE AND CLICKING “SIGN UP” (OR OTHER BUTTON CREATING YOUR ACCOUNT) YOU ARE ENTERING INTO A BINDING LEGAL AGREEMENT WITH COMCAST WHEREBY YOU ARE AGREEING TO COMPLY WITH THE TERMS OF THIS AGREEMENT. YOU REPRESENT AND WARRANT THAT THE INDIVIDUAL ENTERING INTO THIS AGREEMENT ON YOUR BEHALF HAS THE FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT ON YOUR BEHALF. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE CLICKING “SIGN UP”.
1.1 Purpose. This Agreement governs the use of Comcast’s application programming interface that provides the ability to authenticate Comcast users and other related functionality (“Authentication API”), and the accompanying documentation, code, and related materials, including the API key (described below) (collectively, the “Authentication API Materials”), made available to Company by Comcast.
1.2 License. Subject to the terms and conditions of this Agreement, Comcast grants to Company and Company accepts a royalty-free, non-exclusive, non-transferable, non-sublicensable (except as expressly set forth in this Section 1.2), and revocable license to: (a) use the Authentication API, during the Term to enable Company’s devices and applications (the “Company Products”) to make requests of Comcast’s user authentication platform solely to the extent requested by Comcast subscribers; and (b) make a reasonable number of copies of the Authentication API Materials, solely as necessary for Company to exercise its rights in Section 1.2(a), and (c) sublicense the rights granted to Company pursuant to subsections (a) and (b) above to Company’s affiliates in connection with Company’s affiliates’ devices and applications (the “Affiliate Products” and, together with the Company Products, the “Authorized Products”). Company is responsible for its affiliates’ compliance with the terms and conditions of this Agreement.
1.3 Permitted Uses.
1.3.1 Permitted Use. Company may use the Authentication API Materials to provide Company Products access to Comcast Services at the direction of Comcast customers.
1.3.2 For all other uses other than the permitted uses specified in Section 1.3.1, Company shall provide Comcast with prior written notice (email sufficing) of its intended use, and the parties will discuss, in good faith, and mutually agree upon a strategy to implement the Authentication API for such intended use.
1.4 Restrictions. Company will not and will not attempt to (and will not allow others to, on its behalf): (a) reverse engineer, decompile, disassemble or translate the Authentication API, gain access to unauthorized systems, or otherwise interfere with, modify, disrupt or disable features or functionality, including without limitation any such mechanism used to restrict or control the functionality of the Authentication API; (b) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms of the Authentication API, or derive the source code or the underlying ideas, algorithms, structure or organizational form of the Authentication API; (c) except as set forth in Section 1.2(c), sell, rent, lease, sublicense, distribute, redistribute, syndicate, assign or otherwise transfer or provide access to, in whole or in part, the Authentication API or Authentication API Materials to any third party without prior written approval from Comcast; (d) remove or alter any proprietary notices or marks on the Authentication API or Authentication API Materials; or (e) request, use or make available any data obtained using the Authentication API outside any permissions expressly granted by Comcast customers in connection with using Authorized Products.
2 Rights and Obligations
2.1 Company Obligations. Comcast, in its sole discretion, will issue Company an API key that identifies Company and enables Company to access the Authentication API (“API Key”).
2.2 Specification Requirements. During the Term, Comcast may make available to Company and Company shall comply with the applicable published specifications for the authorization framework and Comcast’s trademark and branding requirements, along with any additional technical specifications promulgated by Comcast for the integration, each as may be updated by Comcast from time to time (“Specification Requirements”). Each Company Product must comply with the Specification Requirements, if any, as verified by Comcast and confirmed by Comcast in writing (email sufficing), before such Company Product is made available to end users. Subsequently, Comcast shall have the right to approve any additional implementation of or updates to Company Products. You will permit Comcast reasonable access to your services which you integrate with the Authentication API for purposes of monitoring compliance with this Agreement. You will respond to any questions by Agreement about your compliance with this Agreement.
2.3 Use of Comcast Marks. Company shall not use Comcast’s trade names, trademarks, service marks, logos, or other source identifiers owned by Comcast (regardless of whether such marks are registered, and including common law marks), including “Comcast,” “Xfinity,” and the “Comcast/NBCUniversal” logo (“Comcast Marks”) without the prior written consent of Comcast in each instance or as otherwise provided herein. Company acknowledges that Comcast owns all right, title and interest in and to the Comcast Marks. Moreover, Company shall not use Comcast Marks in a manner that creates or reasonably implies any endorsement, sponsorship, or false association with Comcast, or create any derivative works of such marks. All use and goodwill arising out of the use of the Comcast Marks will inure to the benefit of Comcast. Comcast may provide Company access to certain Comcast Marks for use in connection with Company’s end user flow for accessing the Authentication API (“Marks Purpose”). Comcast hereby grants Company a revocable, non-transferable, non-exclusive license to use the Comcast Marks which Comcast provides for the Marks Purpose. Any use of the Comcast Marks by Company other than for the Marks Purpose is not permitted under this Agreement. All right, title and interest in the Comcast Marks shall remain the sole and exclusive property of Comcast. Company shall not acquire any ownership interest in the Comcast Marks by virtue of its use of the Comcast Marks. Comcast reserves all rights except those specifically granted to Company herein. Comcast reserves the right to alter, modify or discontinue this license at any time, in Comcast’s sole discretion.
2.4 API Data. As between the parties, Comcast shall own all rights, title, and interest in and to the results, usage statistics, data or other information (in the aggregate or otherwise) derived from analyzing or using, or regarding, the performance of the Authentication API, including any information relating to Company’s end users’ use of the Authentication APIs through the Company’s Products (“API Data”). Such API Data is Comcast’s Confidential Information. Company has no rights to the API Data. Company is permitted to use the API Data for the limited purposes of enhancing the Company Products. Company is strictly liable for API Data collection by third parties whose products are integrated into or supported by Company Products.
2.5 End User Data. You agree that: (i) you are solely responsible for obtaining all necessary consents from end users before accessing their Comcast accounts and processing their data; (ii) you are solely responsible for displaying to end users an easily accessible privacy policy that, among other things (a) clearly and accurately describes the data you will collect from such end users when they use Company Products, including any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual, household, or device (“Personal Information”), and (b) complies with Applicable Laws (defined below), including Applicable Laws relating to data security, data protection, and/or privacy, as well as any applicable industry self-regulatory programs related to the collection, storage, use, security, and processing of Personal Information (“Privacy Laws”); (iii) you will only access an end user’s account and process their data, including any Personal Information, in compliance with Privacy Laws, and only to the extent expressly permitted by the end user and disclosed in your privacy policy; (iv) without limiting the foregoing, you will make no further use of any API Keys supplied for use with the Authentication API outside such use of the Authentication API with the express consent of the end user; and (v) nothing in this Agreement shall be construed as creating a joint controller or processor-subprocessor relationship between you and Comcast.
2.6 Comcast Privacy Policies. By creating an account on the Xfinity Developers website or by accessing, using, or providing information to or through the Authentication API, you acknowledge and agree that, to the extent any such information constitutes Personal Information, Comcast may use such submitted Personal Information in accordance with the Xfinity Privacy Policy, available at xfinity.com/privacy/policy.
3 API Updates; Support
3.1 Updates. Company acknowledges that Comcast may update or modify the Authentication API from time to time, in its sole discretion (in each instance, an “Update”). Comcast may notify Company (email sufficing) of Updates, in which case Company will have ninety (90) days from such notice to update its integration to conform to any Update, including conformance to any updates to the public standard specification. At Company’s sole cost and expense, Company is required to implement and use the most current version of the Authentication API and to make any changes to the Company Products that are required as a result of such Update. Updates may adversely affect the manner in which the Company Products access or communicate with the Authentication API. If any Update is unacceptable to Company, Company’s only recourse is to terminate this Agreement pursuant to Section 4.1 below. Company’s continued access or use of the Authentication API following the ninety (90) day period referenced above will constitute binding acceptance of the Update.
3.2 Support. Comcast may provide reasonable technical support to Company to use the Authentication API with Company Products. Comcast is not obligated to provide support or technical assistance directly to Company’s end users, and Company will not represent to any end users of the Company Products that Comcast is available to provide such support. You agree that: (A) Comcast is under no obligation to provide such support; and (B) no continuing obligation will be created by Comcast if such discretionary support is provided.
4 Term; termination.
4.1 Term; Termination. This Agreement commences on the Effective Date and continues until terminated as set forth herein (the “Term”). Notwithstanding the foregoing, Comcast may terminate this Agreement without cause immediately upon notice and Company may terminate this Agreement without cause by providing ninety (90) days’ prior written notice.
4.2 Effect of Termination. Upon termination of this Agreement: (a) all rights granted to Company hereunder end and Company must stop its use of the Authentication API Materials, API Data, and Comcast Marks; and (b) Company will use commercially reasonable efforts to destroy all copies of any Authentication API Materials, API Data and Comcast’s Confidential Information (as defined in Section 5.1 below), any information derived therefrom and all copies and portions thereof, in all forms and types of media in its possession. Neither party will be liable to the other for any damages resulting solely from termination of this Agreement as permitted herein.
4.3 Suspension. In addition to any other remedy provided herein, Comcast may suspend the license provided herein and Company’s access to the Authentication API (or any part thereof), immediately and without notice at Comcast’s full discretion.
4.4 Survival. Sections 1.4, 5 (for a period of two years), 6 - 10 (indefinitely) will survive the termination of this Agreement.
5 Confidentiality; Publicity
5.1 Confidential Information. “Confidential Information” means the proprietary information exchanged between the parties, which includes, without limitation, technical, marketing, financial, employee, planning, and other confidential or proprietary information that is (a) marked “confidential” or “proprietary” at the time of disclosure by the disclosing party (the “Disclosing Party”); or (b) by its nature or content is reasonably distinguishable as confidential or proprietary to the party receiving the Confidential Information (the “Receiving Party”).
5.1.1 Exclusions. Confidential Information shall not include information that (a) is in the public domain prior to time of disclosure; (b) is or becomes publicly available through no act or omission by the Receiving Party; (c) was already in the Receiving Party’s possession without restriction before receipt from the Disclosing Party and was not subject to a duty of confidentiality; (d) is rightfully disclosed to the Receiving Party by a third party without confidentiality restrictions; or (e) the Receiving Party independently developed without use of or reference to Confidential Information. The Receiving Party may disclose the Disclosing Party’s Confidential Information as required by law or court order when otherwise prohibited under this Agreement provided: (i) the Receiving Party reasonably notifies the Disclosing Party in writing of the requirement for disclosure, unless notice is prohibited by law; and (ii) discloses only that portion of the Confidential Information legally required. Any such disclosure of Confidential Information shall not otherwise relieve Receiving Party of any of its obligations hereunder including, without limitation, Section 5.1.2.
5.1.2 Use and Disclosure. Except as otherwise provided herein, Company may only use Comcast’s Confidential Information as necessary in exercising its rights and obligations under this Agreement. Company agrees to hold Confidential Information in confidence and to not use or disclose it to a third party for a period of two (2) years from the date of initial disclosure of Confidential Information. Company shall protect Comcast’s Confidential Information by using the same degree of care, but no less than a reasonable degree of care (including reasonable security measures), to prevent the unauthorized use, dissemination or publication of Confidential Information as Company uses to protect its own confidential information of like nature. If Comcast authorizes Company to make copies of Confidential Information, Comcast’s proprietary rights notices shall be reproduced in the same manner as the original Confidential Information. Company may disclose Comcast’s Confidential Information to its employees, agents, and independent contractors with a need-to-know, and provided such parties are subject to confidentiality obligations that are substantially as protective of Confidential Information as this Agreement.
5.2 Publicity. Company may not issue a press release or otherwise make any public announcement with respect to this Agreement, the Company Products or the Authentication API, any of the activities contemplated hereby, or the relationship between Company and Comcast without Comcast’s prior written consent.
6 Ownership; Feedback.
6.1 Ownership.
6.1.1 Comcast. The Authentication APIs and Authentication API Materials are licensed, not sold, and Comcast retains and reserves all rights not expressly granted in this Agreement. Company expressly acknowledges that Comcast retains all worldwide right, title and interest in and to the Authentication API, Authentication API Materials, Comcast Marks, API Data and all derivative works thereof, including all intellectual property rights therein.
6.1.2 Company. As between Company and Comcast, Company retains all worldwide right, title and interest in and to the Company Products, excluding the Authentication APIs and Comcast Marks (and any derivative works or enhancements thereof), including but not limited to all intellectual property rights therein.
6.2 Feedback. You may, at your sole discretion, provide Comcast with comments concerning the Authentication API or Authentication API Materials and/or your evaluation or use thereof, including bug reports, evaluations, proposed product integrations (and associated metrics and learnings) (“Feedback”). In the event that you provide Comcast with Feedback, you agree that Comcast and its designees will be free to copy, modify, create derivative works of, publicly display, disclose, distribute, transmit, make, have made, import, sell, have sold, license and sublicense, incorporate and otherwise use and exploit the Feedback, including derivative works thereof, for any and all commercial and non-commercial purposes in any media now known or later developed with no obligation of any kind to you.
7 Representations and Warranties; Disclaimer; Limitation of Liability.
7.1 Representations and Warranties. You represent and warrant to Comcast that you have full power and authority to enter into this Agreement, and that the execution and delivery of this Agreement, and the performance of your obligations hereunder, will not constitute a breach or default of such party or otherwise violate any agreement to which you are bound or federal, state, or local law, rule, or regulation.
7.2 DISCLAIMER. THE AUTHENTICATION API AND ANY OTHER COMCAST PRODUCTS AND SERVICES PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. COMCAST DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. COMCAST DOES NOT WARRANT THAT THE AUTHENTICATION API OR ANY OTHER COMCAST PRODUCT OR SERVICE PROVIDED HEREUNDER WILL MEET ANY OF COMPANY’S REQUIREMENTS OR THAT USE OF SUCH AUTHENITCATION API OR OTHER PRODUCTS OR SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, VIRUS-FREE OR SECURE. YOU AGREE THAT COMCAST: (A) CANNOT AND DOES NOT GUARANTEE OR PROMISE THAT AUTHENTICATION API WILL BE OPERATIONAL OR THAT IT WILL MEET ANY PERFORMANCE STANDARDS AND (B) RESERVES THE RIGHT TO CHANGE, ADD, OR REMOVE FEATURES OR FUNCTIONALITIES OF THE AUTHENTICATION API AT ANY TIME, IN ITS SOLE DISCRETION.
8 LIMITATION OF LIABILITY. IN NO EVENT WILL COMCAST, ITS AFFILIATES, OR ITS OR ITS AFFILIATES’ (OR FUTURE AFFILIATES’) OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS (AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS) (“COMCAST INDEMNIFIED PARTIES”), OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OR INTERRUPTION OF USE, DATA, BUSINESS OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN NO EVENT WILL COMCAST'S AGGREGATE LIABILITY TO COMPANY UNDER THIS AGREEMENT OR IN CONNECTION WITH THE AUTHENTICATION API MATERIALS EXCEED US$100.
9 Indemnification.
9.1 Company. To the fullest extent permitted by all applicable laws, rules, regulations and orders of any governmental authority, you agree to indemnify, defend, and hold harmless Comcast Indemnified Parties of against all third-party claims, lawsuits or proceedings to the extent arising out of: (a) Company’s use of the Authentication API or Authentication API Materials; (b) Company’s breach of this Agreement; (c) API Data collection by third parties; (d) Company’s gross negligence or willful misconduct; and (e) Company’s receipt, collection, storage, use, disclosure, or other processing of any End User Data or other data received and/or collected by you in connection with the Authentication APIs. Company shall not settle any claim covered herein without Comcast’s prior written consent.
10 Miscellaneous.
10.1 Notices. Any notice or other communication to Comcast under this Agreement shall be sent via email to XDN_Developer_Portal_Admin@cable.comcast.com with a copy not constituting sufficient legal notice to Legal_Notices@Comcast.com. Any notice or other communication to Company under this Agreement will be sent via email to the email address identified used for your account registration.
10.2 Compliance with Laws; Export and Import. Company will comply with all applicable laws, rules and regulations in its exercise of its rights and performance of its obligations hereunder. The Authentication API is subject to U.S. export laws and may be subject to import and use laws of the country where it is delivered or used. Company agrees to abide by these laws. Company will maintain throughout the Term all rights and licenses that are required with respect to the Company Products.
10.3 Insurance. At all times during the Term, you shall maintain at your own expense from an insurance carrier that is nationally recognized in the United States: a cyber liability or technology errors and omissions insurance policy, including but not limited to coverage for data breach, corruption, introduction of virus or malicious code, notification expense, and regulatory action defense in the minimum amount of US$10,000,000 per claim. Promptly after you enter into this Agreement or prior to commencing any access of the Authentication API, whichever is earlier, you shall supply to Comcast a standard ACORD certificate or its equivalent reasonably acceptable to Comcast with respect to each of the foregoing policies, which shall provide that such insurance cannot be canceled except upon thirty (30) days’ prior written notice to Comcast. No revisions shall be made to any such policy that could adversely affect Comcast’s rights without Comcast’s prior written consent. You may elect to self-insure the foregoing requirement, provided that you maintain a tangible net worth of not less than US$100,000,000 and notify Comcast in writing of such self-insurance. Comcast’s decision to accept any required insurance or self-insurance shall not limit or release your obligations hereunder.
10.4 No Assignment. Company may not assign this Agreement or any of the interests, rights or obligations granted hereunder, in whole or in part. Any such attempted assignment, except with the express written consent of Comcast, is null and void, and Comcast may immediately terminate this Agreement. If an assignment is permitted, this Agreement shall be binding on the assigning party’s successors and assigns.
10.5 No Partnership. This Agreement does not create or imply any partnership, agency or joint venture.
10.6 No Third-Party Beneficiaries. Nothing in this Agreement is intended to or shall confer upon any person or entity any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement other than (i) the parties, (ii) the parties’ respective successors and permitted assigns; and (iii) Comcast Indemnified Parties.
10.7 Press; Other Statements. You agree not to issue any press releases or announcements, or any marketing, advertising or other promotional materials, related to this Agreement (and/or the transactions contemplated herein) without the prior written approval of Comcast. In addition, you agree not to disparage or negatively portray Comcast, its affiliates, or any of Comcast’s or any of its affiliate’s services, businesses, practices, or policies.
10.8 Changes to Agreement. Comcast reserves the right to change the terms and conditions of this Agreement from time to time by providing thirty (30) days’ notice to Company. When these changes are made, Comcast will make a copy of the updated Agreement available to Company by email, by posting on the Xfinity Developer’s website or other reasonable means as selected by Comcast. Company understands and agrees that if Company uses the Authentication APIs or Authentication API Materials after the date on which the new terms take effect, Comcast will treat Company’s use as acceptance of the updated terms.
10.9 Severability; Waiver. Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by that party.
10.10 Governing Law and Jurisdiction. All claims arising out of or relating to this Agreement shall be construed by, and in accordance with, the laws of the commonwealth of Pennsylvania, United States (without regard to or application of conflicts of law rules of any jurisdiction). Any state or federal claim arising under this Agreement shall be prosecuted exclusively in the state or federal courts of Philadelphia County, Pennsylvania, and each party consents to the jurisdiction of any such court. The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods, nor the Uniform Computer Information Transaction Act (UCITA) shall apply to this Agreement.
10.11 Right to Preliminary and Injunctive Relief. Company agrees that money damages may be an inadequate remedy for Comcast in the event of a breach or threatened breach of the provisions in this Agreement protecting Comcast’s intellectual property, and that in the event of such a breach or threat, Comcast is entitled to seek such preliminary or injunctive relief (including an order prohibiting Company from taking actions in breach of such provisions) and specific performance as may be appropriate to preserve all of Comcast’s rights.
10.12 Counterparts; Entire Agreement. This Agreement may be executed in any number of counterparts, each of which will be considered an original and all of which, taken together, shall constitute one and the same agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. This Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing.