CHARTER SOFTWARE LICENSE AGREEMENT SpectrumU TV App And Spectrum Enterprise TV App

This Agreement is a legal agreement between: (a) Charter Communications Operating, LLC (“Spectrum” or “we”) and its subsidiaries and affiliates that own and/or operate the cable television systems and provide the App (as defined herein) in your area; and (b) you, on your behalf and on behalf of any individuals who you permit/enable to access such systems and App (individually and collectively, "you" or "your").

By downloading, installing, or using by any means the software applications provided by Spectrum including but not limited to either the software applications “SpectrumU TV App” and/or the “Spectrum Enterprise TV App,” (both of which are referred to herein as the “App”), you acknowledge that you have read this “Agreement” and agree to be bound by its terms and those comprising Spectrum’s Residential General Terms and Conditions of Service (available at https://www.spectrum.com/policies/residential-general-terms-and-conditions-of-service ) as well as the Spectrum Residential Video Services Agreement (available at https://www.spectrum.com/policies/residential-video-service-agreement, and together with the Spectrum Residential General Terms and conditions of Service referred to hereafter as the “Service Agreement”).  You will be responsible for your use of the App and compliance with the terms of this Agreement and the Service Agreement (as defined herein).

YOU ACKNOWLEDGE THAT THE SERVICE AGREEMENT CONTAINS (1) A BINDING ARBITRATION PROVISION, WHICH INCLUDES A WAIVER OF CLASS ACTIONS; (2) A LIMITATION ON YOUR RIGHT TO BRING CLAIMS AGAINST SPECTRUM MORE THAN 1 YEAR AFTER THE RELEVANT EVENTS OCCURRED; AND (3) PROVISIONS FOR OPTING OUT OF ARBITRATION.  THESE PROVISIONS AFFECT YOUR RIGHTS UNDER THESE TERMS WITH RESPECT TO ALL SERVICES.  SEE THE APPLICABLE SECTIONS TO ARBITRATION OF THE SERVICE AGREEMENT FOR DETAILS ON THESE PROVISIONS.

If you do not understand or agree to the terms and conditions of this Agreement and the Service Agreement, you:

(1) must not download, install, or use the App; and

(2) if the App is already installed, you must delete such software.

The App provides services to you as an end user at a facility such as educational institutions, hotels hospitals, etc. (each, a “facility”).  App authentication can occur either by an auto detection of your facility’s credentials, confirming that you are behind your facility’s authorized network or through a sign on process where you log in using authorized credentials provided to you by your facility. In the event Spectrum’s network is unable to detect that you are using an authorized network or authorized credentials, you will not be able to access the App. If you are unable to access the App through your authorized credentials, you should contact your facility administrator.

Spectrum, in its sole discretion, shall determine which features and functionality of the Spectrum software application services to make available through the App, and you acknowledge and agree that Spectrum can change such availability at any time with no notice to you.

1. Grant of a Limited License.

Subject to the terms and conditions set forth in this Agreement and your compliance with the Service Agreement, Spectrum hereby grants to you, and you hereby accept, a personal, limited, non-transferable, non-assignable, revocable and non-exclusive license to download, install, and use the App, as may be applicable, in object code form only, on any mobile or other device that you own or use, solely in accordance with the terms and conditions of this Agreement and solely pursuant to any subscription or access rights granted to you by your facility.

2. No Ownership Rights.

You have no ownership rights in the App; rather, you have a limited license to use the App as long as this Agreement remains in full force and effect and as permitted by your facility. Except for the limited license granted to you, all other intellectual property rights in the App, including ownership of the App, shall remain at all times with Spectrum and/or its licensors. Any use of the App by any business, corporation, government organization or any other entity or person is strictly forbidden and is a violation of this Agreement.

3. Third-Party Content.

You acknowledge and agree that you are solely responsible for all third party content accessed through the App, and that Spectrum has no liability for content available through the App that you find offensive, indecent, or objectionable.

4. Third-Party Software.

There may be software programs contained within the App that have been licensed to Spectrum by third parties. The same terms and conditions, including all limitations and restrictions, set forth in this Agreement apply to each third-party software program that may be contained in the App. You acknowledge and agree that any such third-party components are owned by their applicable licensors. Spectrum does not make any representations or warranties about the operation or availability of such third-party software. Neither shall Spectrum, nor its licensors, be liable for any unavailability or removal of such third-party software. Spectrum is not responsible for any communications to or from such licensors, or for the collection or use of information by such licensors. You further consent to (i) any collection or use of your information by such licensors, and (ii) communications enabled and/or performed by such licensors, including automatic updates of the third-party software without further notice.

5. Restrictions and Requirements.

5.1 You may not distribute or make the App, if applicable, over a network where it could be used by unauthorized parties or otherwise downloaded/distributed to any device without Spectrum’s knowledge or authorization.

5.2 As a condition of the limited license for the App, you may not: (i) publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on the App,  or any part thereof; (ii) reverse engineer, decompile, translate, adapt, disassemble or otherwise reduce the App to human readable form; (iii) attempt to create the source code from the object code for the App; (iv) transmit the App over any network or between any unauthorized devices; (v) use any third party software contained in the App, for the purpose of making or converting such software to a stand-alone product; (vi) take any action that will infringe upon the intellectual property or other proprietary rights of Spectrum, its affiliates, or any third-party software provider; or (vii) sublicense, rent, lease, or assign the App.  You may transfer the App to other devices you own or license or that are under your lawful control.  You understand that the App may only be supported by certain devices and operating systems as determined by Spectrum from time to time, and in Spectrum’s sole discretion.

5.3  You agree not to remove any proprietary notices, marks, or labels on the  App.

5.4  You agree not to export, import, or re-export the App in violation of any applicable law, rule, or regulation of any jurisdiction.

5.5 You agree that you will only use the App in a manner that complies with all applicable laws in the jurisdictions in which you use the App, including but not limited to applicable restrictions concerning copyright and other intellectual property rights.

5.6  You may only use the App for your non-commercial, private use, for which no fee or consideration of any kind is charged or received, and which takes place in either an authorized facility or in a private setting limited to a private viewing for you and your invitees.  A private setting limited to a private viewing specifically excludes  any public presentation (e.g., a presentation in a dorm lounge, hotel lobby, etc.) and any presentation in or around a place of public accommodation or other commercial establishment (e.g. a bar or restaurant), even if no fee is charged.

5.7  You may not use the App (i) in a manner that could impair the rights of Spectrum or any other Spectrum user, and (ii) in an attempt to circumvent or in conjunction with any device, program, or service designed to circumvent, technological measures employed to control access to, use of, or the rights in, a content file, service, or other work protected by the copyright laws of any jurisdiction.

5.8  You agree that any agreement between Spectrum and your facility is for the sole benefit of the parties to that agreement and their permitted successors and assigns, and shall not be construed as conferring any rights or benefits to you or on any other party.

6. Modification and Order of Precedence.

Spectrum reserves the right to modify this Agreement from time to time, with or without any notice to you, though we will use reasonable efforts to provide notice to you of any modifications. By continuing to use the App after Spectrum has modified this Agreement, you agree to accept and be bound by such modifications, which may be published at www.spectrum.com/policies/spectrumu-tv-app-and-spectrum-enterprise-tv-app.  The parties recognize that the URL may change from time to time and agree that any such change will not affect the applicability of the material referenced.  In the event of any conflict between the Service Agreement and this Agreement, the terms of this Agreement shall control, solely with respect to (A) the conflicting provisions and (B) your use of the App.

7. Data Collection.

Spectrum respects your privacy and takes seriously the responsibility of protecting your privacy and the information we collect about you. By using this App, you agree that Spectrum may collect and use technical data and related information - including but not limited to technical information about your device, system and application software, and peripherals that is gathered periodically to determine enhancements or improvements to the App, or to facilitate the provision of software updates, product support, and other services to you (if any) related to the operation of the App.  To learn more about Spectrum’s privacy and data practices, please review the Spectrum Privacy Policy located at www.spectrum.com/policies/your-privacy-rights.

8. Term and Termination

This Agreement is effective starting on the earlier to occur of your first download, installation, or use of the App, as applicable, and shall remain in effect until terminated. You may terminate this Agreement at any time by deleting the App from all devices where you installed the App or returning to Spectrum all copies of the App, if applicable, and associated documentation in your possession or under your control. This Agreement will also terminate: (a) upon the termination of your or your facility’s underlying Spectrum services; or (b) if Spectrum finds that you have violated any of the terms of the Service Agreement or this Agreement or (c) if Spectrum elects to terminate this Agreement, for Spectrum’s convenience. Upon termination, you agree to delete the App from all devices where you installed the App or return to Spectrum all copies of the App, if applicable, and documentation and, upon Spectrum’s request, to certify in writing that all known copies, including backup copies, have been destroyed. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent of subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless it is made in writing and is signed by an authorized representative of the waiving party. All provisions relating to proprietary rights shall survive the termination of this Agreement.

9. Additional Terms.

You acknowledge and agree that the sections on warranty, limitation of liability, indemnification, binding arbitration, and general legal terms from the Service Agreement are incorporated herein by reference and apply to your download, installation, and use of the App, if applicable.