Business API Card

BUSINESS API CARD

This Business API Card (the "Card") documents the material terms under which Provider and Client will exchange API access privileges and related services. Parties:

Provider Name:

Client Name:

WHEREAS

WHEREAS, Provider is the developer and owner of certain application programming interfaces, technical documentation and associated software tools intended for business integrations and machine-to-machine communications (collectively, the "API"); and

WHEREAS, Client desires to obtain access to the API under the terms set forth in this Card for the purpose of integrating, testing, or operating business functionality as set out in the Scope of Work; and

WHEREAS, Provider is willing to grant such access on the terms and conditions contained herein, and to issue credentials and operational parameters recorded on this Card.

SCOPE OF WORK

API Key:

Access Level:    Rate Limit (requests/min):

PAYMENT TERMS

Fee Amount:   Currency:

Late Fee:

TERM AND TERMINATION

Effective Date:    Term End Date:

Either party may terminate this Card without cause upon days' prior written notice to the other party. Provider may immediately suspend access where Client's use materially breaches this Card or threatens the security or stability of the API.

CONFIDENTIALITY

Each party will maintain as confidential all non-public information disclosed in connection with this Card that is designated confidential or that ought reasonably to be understood as confidential given its nature and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that is (a) publicly known through no fault of the recipient; (b) already known by the recipient without restriction; (c) rightfully received from a third party without restriction; or (d) independently developed by the recipient without reference to Confidential Information. Obligations of confidentiality survive termination for a period of three (3) years, except that trade secrets will remain protected for so long as they remain trade secrets.

INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the API, its documentation, underlying software, and any improvements or derivatives. Client receives a limited, non-exclusive, non-transferable, revocable license to use the API solely for the purposes described in this Card and subject to the access restrictions herein. Client will not reverse engineer, decompile, or otherwise attempt to derive the source code, algorithms, or underlying structure of the API.

LIABILITY AND INDEMNIFICATION

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY WILL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS CARD, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS CARD IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Client will indemnify, defend and hold harmless Provider and its officers, directors and employees from and against any claims, losses, liabilities or expenses (including reasonable attorneys' fees) arising out of Client's use of the API in violation of this Card or applicable law.

NOTICES

GOVERNING LAW

This Card will be governed by and construed in accordance with the laws of: without regard to conflict of law principles. Exclusive venue for disputes will be the courts located in the selected jurisdiction unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Card, together with any attachments or schedules specifically incorporated in writing, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to the API access described herein. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign or delegate this Card or any rights or obligations hereunder without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets provided that the assignee assumes Provider's obligations.

Severability: If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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