API Terms of Service

Last Updated: June 25, 2026

These EverPass API Terms of Service (“API Terms”) govern all access to and use of application programming interfaces, software development kits, and developer tools (collectively, the “APIs”) made available by EverPass Media II, LLC (“EverPass”). These API Terms apply to any entity or individual that is permitted to access or use the APIs, which is expressly limited to: (a) EverPass customers and their authorized users (“Customers”); and (b) third-party service providers (e.g., developers, system integrators, consultants, managed service providers) or third-party partners (e.g. original equipment manufacturers, cable companies) performing or providing services for an EverPass Customer or directly for EverPass (“Service Providers”). Collectively, Customers and Service Providers are referred to as “API Users” or “You.”

By accessing or using the APIs, or otherwise confirming your acceptance to these API Terms (such as by clicking “ACCEPT,” via email confirmation, or by signature), You acknowledge that You have read and understand these API Terms, and agree that the API Terms are legally binding on You. If You are accepting on behalf of an entity, You represent that You have authority to bind that entity.

1. Relationship to Other Agreements

1. Customer Agreement. For Customers, your master services agreement, subscription agreement, or other agreement with EverPass governing the EverPass services (the “Customer Agreement”) also applies. If there is a conflict between the Customer Agreement and these API Terms, the Customer Agreement controls with respect to the Customer’s use of the APIs. Notwithstanding the foregoing, the order of precedence in Section 20.6 will govern in the event of any conflict.
2. Service Provider Engagement. For Service Providers, these API Terms apply in addition to (and not in lieu of) any written agreement between Service Provider and the applicable Customer, and any separate written agreement between Service Provider and EverPass (if any). If EverPass has separately signed a partner, reseller, or developer agreement with you that expressly governs API usage, that agreement controls to the extent of conflict.
3. No Rights to EverPass Services. These API Terms do not grant You any right to use or access EverPass products or services, absent a subscription agreement with EverPass granting such use or access.

2. Definitions

• “API Credentials” means keys, tokens, client IDs, certificates, passwords, and other credentials used to authenticate to the APIs.
• “API Data” means any data or content accessed, transmitted, processed, or returned through the APIs, including Customer Data.
• “Customer Data” means data submitted to EverPass by or on behalf of a Customer (including data from the Customer’s end users) and data derived from the Customer’s use of EverPass services.
• “Applications” means software, websites, services, or integrations that API Users develop or operate that interact with the APIs.

3. Eligibility; Authorized Use

1. Eligibility. To access or use the APIs, You must be legally able to enter into contracts and comply with all applicable laws.
2. Customer Authorization and Scope. Service Providers may access the APIs only on behalf of EverPass or a Customer that has authorized such access in writing (via EverPass-authorized technical authorization mechanisms such as OAuth grants, admin approvals, or similar). Service Providers may access only the API Data and functions necessary to provide services to EverPass or the authorizing Customer, and only within the scope of permissions granted by that Customer and EverPass.
3. No Competitive Use. You will not use the APIs to develop, improve, test, or support a product or service that competes with EverPass, or for benchmarking or competitive analysis, unless expressly permitted in writing by EverPass.

4. API License Grant

1. License to API Users. Subject to full compliance with these API Terms, EverPass grants API Users a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to: (a) access and use the APIs; and (b) develop, test, and operate Applications that integrate with EverPass, solely for (i) if you are a Customer, legitimate EverPass-related business purposes and approved integrations, or (ii) if you are a Service Provider, providing approved services to EverPass or an authorizing Customer.
2. Reservation of Rights. Except for the above license, EverPass retains all right, title, and interest in and to the APIs and any related EverPass technology.
3. License to EverPass. You hereby grant to EverPass a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to access and use any Applications You create, for purposes of EverPass’s approval and, to the extent requested, to provide support or assistance in the process of developing an Application (with respect to which EverPass reserves the right to charge for professional fees).
4. Feedback. API Users hereby grant to EverPass a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate any suggestions, enhancement requests, recommendations, comments, or other observations (collectively, “Feedback”) provided by API Users relating to the APIs or any EverPass technology. EverPass may use Feedback for any purpose whatsoever in its sole discretion, but EverPass shall not be required to use any Feedback.

5. Customer Specific Terms

Customers are at all times responsible for:

1. Selecting the Service Provider, managing the business relationship, authorizing access, and resolving issues (excepting issues caused by the EverPass platform). For avoidance of doubt, Service Providers are independent contractors of the Customer, not agents of EverPass, and Customer shall have full responsibility for the selection and management of Service Providers.
2. Creating API Credentials for use by Service Providers and/or authorized users, and defining the appropriate scope of access (including locations, devices, permissions, and other relevant considerations for the particular use case).
3. Managing access and revoking API Credentials when access is no longer needed, such as when a project is completed or the Service Provider relationship terminates, or when misuse occurs or is suspected.
4. Monitoring all activity conducted using API Credentials relating to Customer’s account(s), as Customer shall be responsible for such activity, including activity by any authorized users using Customer-generated API Credentials. Customer’s responsibility shall continue until the API Credential is revoked, cancelled, or otherwise terminated.
5. Creating separate API Credentials for each Service Provider and/or authorized user, to allow proper tracking. Customers shall not share the same API Credentials across multiple partners or integrations.
6. Deciding whether to grant (or not grant) access to API Credentials, provided that all access must be for legitimate business purposes and approved integrations (and not in violation of the applicable Customer Agreement).

For avoidance of doubt, Customer shall have full responsibility for selecting Service Provider(s), authorizing access, managing the business relationship, and resolving Service Provider-specific issues that arise (to the extent such issues are not caused by the EverPass platform).

6. Service Provider Specific Terms

Service Providers are at all times responsible for:

1. Managing the EverPass or Customer relationship and ensuring that the services provided, including integration, drivers, user interface, implementation, configuration, and other services, meet EverPass’ or Customer’s requirements.
2. Only using API Credentials with the express authorization of Customer (or, where applicable, EverPass), and complying with any applicable restrictions or limitations, including the scope restrictions.
3. Ensuring that Service Provider is only using the provided API Credentials in furtherance of an authorized integration or other service for the applicable Customer, and not sharing, transferring, or reusing API Credentials for unrelated projects. For avoidance of doubt, Service Providers may NOT offer or market EverPass integrations without the express consent of EverPass.
4. Protecting API Data, including limiting use of API Data only as needed for the authorized project, collecting and storing API Data only to the extent actually required, securing API Data from unauthorized access, and deleting API Data when no longer needed or when authorization is revoked. Without limiting the foregoing, scraping, combining, aggregating, or otherwise harvesting API data is expressly forbidden.
5. Maintaining compatibility with current APIs, documentation, and requirements. Without limiting the foregoing, Service Provider is responsible for updating its integration(s) when the APIs undergo a material change, including any changes to security requirements, permissions, interfaces, or other technical requirements.
6. Ensuring that Service Provider’s employees, contractors, and permitted subcontractors who access the APIs or API Data comply with these API Terms. Service Providers are responsible for all acts and omissions of such persons as if they were the Service Provider’s own acts and omissions.
7. Providing proof of Customer authorization. EverPass may require Service Provider to provide proof of Customer authorization at any time, and may deny or revoke access if authorization is unclear or withdrawn. If at any point Customer requests EverPass to disable or restrict Service Provider’s access, EverPass may do so at EverPass’s sole option and without any liability to Service Provider.
8. Managing the business relationship with Customer. Service Providers are independent contractors of the Customer, not agents of EverPass.

7. API Restrictions

API Users shall not, and shall not permit any third party to:

1. Misuse or interfere with the APIs, including any actions to interfere with, disrupt, or attempt to gain unauthorized access to the APIs, EverPass systems, accounts, or networks.
2. Circumvent authentication, authorization, rate limits, usage caps, or other technical restrictions, including without limitation any attempt to circumvent package limitations, content entitlements, venue restrictions, or availability windows.
3. Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, underlying ideas, or algorithms from the APIs.
4. Use the APIs to scrape, harvest, or bulk extract data beyond what is necessary for the authorized integration and permitted purpose.
5. Use API Data for unrelated analytics, resale, advertising, competitive products, or unauthorized products.
6. Perform penetration testing, vulnerability scanning, or security testing of the APIs or EverPass systems without EverPass’s prior written consent.
7. Use the APIs in any manner where failure could lead to death, personal injury, or physical or environmental damage (e.g., life support, emergency dispatch) unless expressly approved in writing by EverPass.
8. Use the APIs in violation of law, regulation, or any usage guidelines EverPass may provide in writing.

8. API Credentials and Security

1. Safeguards. You are responsible for maintaining the confidentiality and security of API Credentials and for all activity performed using them.
2. Least Privilege. You will request and use only the minimum permissions necessary.
3. Incident Notice. You will immediately (and in any event within 24 hours) notify EverPass of any actual or suspected compromise of API Credentials, unauthorized access, or security incident involving the APIs or API Data, and fully cooperate in remediation.
4. Rotation/Revocation. EverPass may, at its sole option and upon its reasonable judgment, require API credential rotation or revoke API credentials to protect EverPass and its Customers.

9. Intellectual Property

1. Ownership. EverPass owns the APIs and any EverPass-provided materials. You own the Application that You create (excluding EverPass Intellectual Property and any Customer Data). Except for Your rights in Your Application, nothing in these API Terms shall be construed as conferring any intellectual property or other proprietary rights to You.
2. Feedback. If You provide EverPass with any suggestions, ideas, enhancement requests, recommendations, corrections, or other feedback relating to the APIs or EverPass products or services (collectively, “Feedback”), You grant EverPass and its affiliates a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, disclose, reproduce, modify, create derivative works of, distribute, and otherwise exploit the Feedback for any purpose, without restriction and without compensation or attribution to You. EverPass has no obligation to use Feedback. You represent that You have all rights necessary to grant the foregoing license and that providing Feedback does not violate any obligation You owe to any third party.

10. Privacy and Data Rights

1. Customer Data Ownership. EverPass and/or the applicable Customer retains all rights in Customer Data, except where expressly specified in the Customer Agreement (for Customers) or as between Service Provider and Customer (for Service Providers).
2. Permitted Use of API Data. You may use API Data only to (i) provide the authorized integration or services, (ii) comply with legal obligations, and (iii) as otherwise expressly permitted by the Customer (and by EverPass where required).
3. No Secondary Use. Service Providers may not sell, rent, disclose, or use API Data for advertising, marketing, profiling, training generalized AI models, or any purpose unrelated to the Customer’s authorized use, unless expressly authorized in writing by Customer and EverPass.
4. Privacy Compliance. API Users must comply with all applicable privacy and data protection laws.
5. Data Minimization and Retention. You shall store and retain API Data only as long as necessary for the authorized purpose and will securely delete it upon request, or upon termination of authorization, unless legally required to retain it.
6. Subprocessors. If You use subprocessors to process API Data, You remain responsible for their compliance and will ensure they are bound by written obligations at least as protective as these API Terms.

11. Application Requirements

1. Transparency. Your Application must clearly identify You (and, if applicable, that You are acting on behalf of a Customer) and describe what data You access and how it is used. Your Application must not mislead users, create security risks, or falsely claim affiliation with EverPass. API Users may not imply EverPass endorsement of an integration, use any EverPass marks or branding, or otherwise claim or suggest an Application is official, certified, preferred, or accepted without EverPass’s written approval.
2. Support. While EverPass provides the APIs, EverPass is not responsible for support of third-party integrations. You are responsible for support of Your Application, and the resolution of any issues caused by it. Without limiting the foregoing, Service Provider must provide support for its driver, control system programming, user interface, configuration, implementation, and customer-specific setup; concerns or support requests pertaining to the EverPass platform or the APIs should be escalated to EverPass accordingly.
3. Compatibility. You are responsible for ensuring that Your Application remains compatible with current APIs. Without limiting the foregoing, Service Providers shall perform necessary updates to the Application to ensure compatibility when API permissions, technical requirements, or security requirements change.

12. Monitoring, Updates, and Usage Limits

1. Monitoring and Enforcement. EverPass may monitor, log, review, and investigate all API usage, which may include monitoring to operate, secure, support, and enforce these API Terms, and surveillance to detect fraud, abuse, or security incidents. API Users shall not interfere with or obstruct such monitoring, including by obscuring identity or API Credentials, masking usage, or otherwise preventing EverPass from attributing activity to the correct API User.
2. Compliance and Audit. Upon EverPass’s reasonable request, You will provide sufficient responsive information to confirm your compliance with these API Terms. If EverPass reasonably believes You are in violation of these API Terms, or that Your use poses a risk to EverPass or other API Users, You will cooperate with audit requests, investigation, and/or remediation efforts to address such concerns.
3. Usage Limits. EverPass may set, enforce, modify, or remove rate limits, quotas, concurrency limits, access tiers, or other usage restrictions at any time, in EverPass’s sole discretion, including on a per-Application, per-API User, or per-API Credential basis. API Users are responsible for complying with all usage limits and technical restrictions, including without limitation rate limits, polling frequency, throttling rules, caching requirements, API Credential limits, permission limits, and other applicable controls to protect the APIs.
4. Right to Restrict Access. EverPass may refuse to provide the APIs to anyone, or may restrict, suspend, or revoke any API User’s access to the APIs, in EverPass’s sole discretion, including to protect EverPass, Customers, API Users, or the security or integrity of the APIs.
5. Changes. EverPass may modify the APIs (including features, functionality, and endpoints) at any time. Additionally, EverPass does not guarantee availability of any API version, function, or feature, and EverPass may deprecate or discontinue any API or version at any time at EverPass’s sole discretion.

13. Fees

1. Fees and Taxes. EverPass currently makes the APIs available at no charge, unless otherwise agreed in writing. To the extent fees apply, You are responsible for all applicable taxes, except for taxes on EverPass’s net income.
2. Future Charges. EverPass reserves the right to charge fees in the future. EverPass may institute fees for some or all access or use of the APIs at any time in EverPass’s sole discretion (including adopting usage limits, paid tiers, partner program conditions, approval or certification requirements, or other access conditions), effective upon reasonable notice. EverPass may condition continued API access or usage on acceptance of updated terms and/or payment of applicable fees.

14. Confidentiality

1. Definition. “Confidential Information” means (i) all non-public information relating to the business of EverPass, including without limitation trade secrets, proprietary information, product data and roadmaps, business methods, pricing, and business plans, and (ii) APIs, API Credentials, API Data, Customer Data, and technical specifications, security information, platform behavior, or other non-public information relating to the APIs.
2. Nondisclosure Obligation. API Users agree that, except as required by law or as otherwise expressly permitted in these API Terms, they shall, and shall cause their affiliates and representatives to, hold in strict confidence and not disclose or use for any purpose (other than as necessary to perform its obligations pursuant to these API Terms and, if applicable, the Customer Agreement) any Confidential Information. Confidential Information does not include information that is or becomes generally available to the public other than as a result of a disclosure by the API User in violation of these API Terms.
3. Compelled Disclosure. If an API User is required by law, regulation, or legal process to disclose any Confidential Information, the API User shall promptly notify EverPass in writing, and shall disclose only that portion of such information which the API User is advised by counsel is legally required to be disclosed, provided that the API User shall use best efforts to obtain an appropriate protective order or other assurance that confidential treatment will be accorded such information.
4. Survival. API Users’ obligations with respect to Confidential Information will survive termination of these API Terms for five (5) years, except for information that is a trade secret, which will remain subject to the obligations hereunder as long as such information is a trade secret under applicable law.

15. Term and Termination

1. Term. These API Terms shall remain effective until terminated pursuant to this section. Either party may terminate these API Terms effective upon notice to the other party.
2. Termination by You. You may stop using the APIs at any time.
3. Termination by EverPass. EverPass may terminate these API Terms (or your access to APIs) at any time upon notice, or immediately for material breach or security risk. Additionally, API access shall immediately end where (a) for Service Providers, a Customer withdraws authorization for Your access; or (b) for Customers, where Your access to EverPass services ends (e.g. your agreement with EverPass for services terminates).
4. Suspension. Without limiting section 12(d), EverPass may suspend or limit access to the APIs immediately for any: (a) breach of these API Terms; (b) API usage that creates (in EverPass’s reasonable judgment) security risk, excessive burden, or legal exposure.
5. Effect of Termination. Upon termination, you must stop using the APIs, delete or return all API Data in your possession as required by these API Terms and applicable law, and destroy any applicable API Credentials.
6. Survival. Upon any expiration or termination of these API Terms (or your access to the APIs) for any reason, the provisions that by their nature contemplate obligations after termination or expiration shall survive, including Sections 7 (API Restrictions), 8 (API Credentials and Security), 9 (Intellectual Property), 10 (Privacy and Data Rights), 12 (Monitoring, Updates, and Usage Limits), 14 (Confidentiality), 15(e) (Effect of Termination), 16 (Disclaimers), 17 (Limitation of Liability), 18 (Indemnification), 19 (Governing Law and Venue), and 20 (Miscellaneous), and any payment obligations accrued prior to termination.

16. Disclaimers

THE APIS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EVERPASS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. EVERPASS DOES NOT WARRANT THAT THE APIS WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVERPASS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THE APIS OR THESE API TERMS. EVERPASS’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE APIS OR THESE API TERMS WILL NOT EXCEED THE AMOUNTS PAID TO EVERPASS FOR API ACCESS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM (OR, IF NO FEES ARE PAID FOR API ACCESS, USD $100).

18. Indemnification

You will defend, indemnify, and hold harmless EverPass and its affiliates, officers, directors, employees, and agents, from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to: (a) your Application; (b) your breach of these API Terms or misuse of the APIs; or (c) your violation of any third-party rights (including privacy rights) in connection with API Data. EverPass shall provide prompt written notice of any claim subject to indemnification pursuant to this section, however the failure to give prompt written notice does not relieve You from Your obligations herein except to the extent the defense is materially prejudiced by the failure. EverPass may participate in the defense of a claim and employ counsel at its own expense to assist in the defense of the claim. EverPass may assume control of the defense of any claim without prejudice to its full right to indemnity under this Section if You fail to timely assume the defense of such claim. You may not enter into any settlement that imposes legal liability or financial obligations on EverPass without EverPass’s prior written consent.

19. Governing Law and Venue

These API Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles. The state and federal courts located in Delaware will have exclusive jurisdiction and venue for any dispute arising out of or relating to these API Terms or the APIs, and each party expressly consents to such jurisdiction and venue.

20. Miscellaneous

1. Publicity. Without EverPass’s express prior written consent, which it may provide in its sole discretion and if provided it may revoke, API Users shall not use EverPass’s name, trademark, service marks, trade dress, or logo, or the name of any product or service of EverPass, in connection with any marketing, advertising, or other publicity.
2. Independent Contractor. API Users are independent contractors; nothing in these API Terms shall be construed to create a partnership, joint venture, or agency relationship between the parties. Each party shall be solely responsible for payment of all compensation owed to its employees and agents, as well as employment-related taxes.
3. Assignment. You may not assign these API Terms without EverPass’s prior written consent. EverPass may assign these API Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.
4. No Third-Party Beneficiaries. Except as expressly stated, there are no third-party beneficiaries.
5. Severability. If any provision of these API Terms is found to be invalid or unenforceable, it shall in no way affect the validity or enforceability of any other portion or provision hereof. Any invalid or unenforceable portion or provision shall be severed from these API Terms, and the balance of the API Terms shall remain in full force and effect.
6. Waiver. Failure to enforce a provision is not a waiver.
7. Notices. EverPass may provide notices via email, developer portal, or the EverPass service. You will provide notices to EverPass at: developer@everpass.com (or other address specified by EverPass).
8. Entire Agreement. These API Terms, together with any applicable Customer Agreement and any applicable written commercial terms for API access (including any order form, statement of work, or other written agreement signed by EverPass that expressly references these API Terms), constitute the entire agreement between you and EverPass regarding your access to and use of the APIs, and supersede all prior and contemporaneous understandings, proposals, communications, and agreements (whether oral or written) relating to the APIs. In the event of a conflict, the following order of precedence applies: (i) a written agreement signed by EverPass that expressly references these API Terms; (ii) the Customer Agreement; (iii) these API Terms. Any additional or different terms in any purchase order, vendor portal, click-through terms, or other document You provide are void and will not apply, even if EverPass has accepted or processed a request for access or use of the APIs.
9. Amendments; Cancellation. EverPass may amend, update, replace, or cancel these API Terms (in whole or in part) at any time upon notice to you (including by posting an updated version, by email, or through the EverPass service). Unless otherwise stated by EverPass, changes are effective as of the date of notice. Your continued access to or use of the APIs after the effective date constitutes acceptance of the updated API Terms. If you do not agree, you must stop using the APIs before the effective date of the change. Cancellation of these API Terms will be effective as stated in the notice and may result in termination of API access.