Business API Connect

BUSINESS API CONNECT

This Business API Connect Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: with principal address at and Service Provider Name: .

WHEREAS

WHEREAS, Provider maintains technical infrastructure and application programming interfaces (APIs) that enable secure machine-to-machine exchange of data and services; and

WHEREAS, Client desires to obtain limited, revocable access to certain Provider APIs for the specific business purpose of integrating Client systems with Provider services consistent with the Scope of Work set forth herein; and

WHEREAS, Provider is willing to grant such access to Client on the terms and conditions of this Agreement.

SCOPE OF WORK

Provider shall furnish Client with access credentials, technical documentation, and support reasonably necessary for Client to integrate with the APIs identified below. Provider will perform the services described in this section in accordance with commercially reasonable standards.

PAYMENT TERMS

All amounts are payable in lawful currency of the United States unless otherwise agreed in writing. Invoices are due within days of invoice.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Provider may immediately suspend access to APIs upon material breach by Client that is not cured within fifteen (15) days after written notice.

CONFIDENTIALITY

Each party (Receiving Party) shall hold in strict confidence and shall not disclose to any third party any Confidential Information of the other party (Disclosing Party). Confidential Information includes non-public technical and business information, API keys, access credentials, rate limits, performance data, and any other information designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement, shall limit access to employees and contractors with a need to know, and shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care. Confidentiality obligations shall survive termination for a period of three (3) years, except for trade secrets which shall be protected for so long as they remain trade secrets.

API ACCESS, SECURITY AND SUPPORT

Provider will provision API access credentials to Client following Provider's standard onboarding procedures. Client shall not share credentials, shall implement reasonable security controls, and shall promptly notify Provider of any suspected compromise. Provider may rotate or revoke credentials for security or abuse.

INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the APIs, underlying software, and Provider Confidential Information. Provider grants Client a non-exclusive, non-transferable, revocable license to use the API solely to exercise the limited rights expressly set forth in this Agreement. Client retains ownership of Client data submitted through the API.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of its gross negligence, willful misconduct, or material breach of this Agreement, subject to customary defenses and limitations consistent with the nature of the liability.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, proposals or agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other addresses as the parties may designate in writing.

MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger, acquisition or sale of substantially all assets.

Sign Now