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PLAYBOOK TEMPLATES

API Terms of Service & Developer Agreement

An API Terms of Service & Developer Agreement governs developer access to an organization‚ APIs, data, and platform. This playbook details provisions around usage rights, rate limits, data handling, and security compliance.

Warranties and Disclaimers

Why This Matters: Excessive warranty obligations increase liability exposure, while inadequate warranties can leave the client with substandard deliverables.

Negotiation strategy

If you're the API Provider:

Ensure that warranty terms are aligned with industry standards and the company's risk management strategy. Focus on limiting liability while maintaining quality assurance.

If you're the Developer:

Negotiate for reasonable warranty terms that do not overly expose the contractor to liability. Ensure that any disclaimers are clear and do not compromise the quality of deliverables.

Essential elements

1

Warranty Duration

Specify length of warranty period.
2

Scope of Warranty

Define what the warranty covers.
3

Liability Disclaimer

Limitations on liability for defects.

Action framework

ACCEPT

Propose edits if warranty terms are misaligned with industry standards or business objectives.

EDIT

Reject clauses that impose excessive liability or lack clear disclaimers.

ADD

Add clauses to introduce necessary warranties and disclaimers.

PRO TIP

Always align warranty terms with industry standards and your company's risk tolerance.

Example clauses

FAVORABLE

Preferred Limited Warranty

"The service is provided with a limited warranty of 12 months, ensuring compliance with agreed specifications."
NEUTRAL

Fallback As-Is Provision

"The product is provided 'as-is' with no warranties, except as expressly stated herein."
UNFAVORABLE

Excessive Warranty Obligation

"The service includes a lifetime warranty covering all defects, regardless of cause."

Fallbacks

High-Risk Projects

In high-risk projects, ensure warranties are comprehensive to cover potential defects, but balance this with clear disclaimers to manage liability.

Standard Deliverables

For standard deliverables, align warranty terms with industry norms to avoid unnecessary liability while ensuring quality.

Custom Solutions

Custom solutions may require tailored warranties that address specific client needs and potential risks, with clear disclaimers to limit liability.
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