Business API Addendum

BUSINESS API ADDENDUM

This Business API Addendum (the Addendum) is made effective as of (Effective Date) and supplements the agreement identified below between the parties.

Parties and Reference Agreement

WHEREAS

WHEREAS, Client desires to obtain programmatic access to Provider's application programming interface and related technical documentation on the terms set forth in this Addendum; and

WHEREAS, Provider is willing to grant such access and license limited use rights to Client subject to the terms of the Referenced Agreement and this Addendum; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Scope of API Access

Provider will make available to Client access to Provider's API endpoints, technical documentation, and supporting sandbox environments as described below. Access is limited to the specific resources and call volumes set forth in this Addendum.

Permitted Use: Client may use the API solely to perform its internal business functions for the benefit of Client's customers and only in accordance with the Scope of Work and the usage policies set forth herein. Prohibited uses include reverse-engineering, resale of raw API output as a competing service, and any use that violates law or third-party rights.

2. Data Security and Privacy

Provider and Client shall implement and maintain administrative, physical and technical safeguards appropriate to the classification of data transmitted via the API. Client agrees to use TLS for all API calls, to protect credentials, and to restrict access to authorized personnel only.

In the event of a security incident materially affecting Client Data, Provider shall notify Client within hours of discovery and provide a description of the incident, mitigation steps and remediation plan.

3. Usage Limits and Support

Rate limits, quotas, and throttling: Provider will enforce the call rate and quota limits specified in the Scope of Work. Provider may modify limits for operational stability upon prior written notice where practicable. Client shall not exceed agreed limits; excess usage may incur additional fees.

4. Fees and Payment Terms

Client shall pay Provider the fees set forth in this section in consideration of API access.

Provider will invoice Client in accordance with the Billing Schedule. If Client disputes an invoice in good faith, Client must notify Provider in writing within ten (10) days of receipt and pay any undisputed portion in accordance with the Billing Schedule.

5. Term and Termination

This Addendum commences on the Effective Date and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Addendum for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days of receipt of written notice specifying the breach.

6. Confidentiality

Each party shall treat as Confidential Information all non-public information disclosed by the other party in connection with the API, including specifications, authentication credentials, pricing, and technical support materials. Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, is independently developed by the receiving party, or is rightfully obtained from a third party without restriction.

The receiving party shall use no less than commercially reasonable efforts to protect the disclosing party's Confidential Information and shall not disclose it to any third party except to employees, contractors or advisors with a need to know and subject to confidentiality obligations at least as protective as those set forth herein.

7. Intellectual Property

As between the parties, Provider retains all right, title and interest in and to the API, the API documentation, and any derivative works, including improvements and modifications. Provider grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use the API and documentation during the Term solely to the extent necessary to perform the Scope of Work.

8. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of this Addendum or resulting from its gross negligence or willful misconduct. Neither party shall be liable for indirect, incidental, special or consequential damages, except for liability arising from a party's breach of confidentiality or indemnification obligations.

9. Governing Law

This Addendum shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

10. Notices

All notices, requests, consents and other communications required or permitted under this Addendum shall be in writing and delivered to the notice addresses set forth above or to such other address as a party may designate by written notice.

11. Entire Agreement; Amendment

This Addendum, together with the Referenced Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No modification or amendment of this Addendum shall be effective unless in writing and signed by authorized representatives of both parties.

12. Miscellaneous

If any provision of this Addendum is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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