Business API Document

Business API Document

This Business API Document (the "Agreement") is entered into by and between:

Provider Name:      Client Name:

WHEREAS, Provider develops, maintains, and licenses a programmatic application programming interface and related technical services for exchanging data and functionality (the "API"); and

WHEREAS, Client requires access to the API to integrate Provider functionality into Client's applications and systems under the terms and conditions set forth herein;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to API access, use, security, payment and confidentiality.

Effective Date

Effective Date:

Scope of Work

Provider will deliver API access and related services as described below. Provider's obligations shall include secure credential issuance, endpoint availability, and reasonable technical support as set out herein.

API Access and Credentials

Provider shall issue access credentials to Client for the sole purpose of performing the Scope of Work. Client shall be responsible for safeguarding credentials and promptly notifying Provider of any compromise.

Use Restrictions

Client shall not (a) attempt to reverse engineer the API, (b) use the API to transmit illegal or malicious content, (c) exceed agreed rate limits, or (d) permit third parties to access the API except as expressly permitted in writing by Provider. Any permitted sublicensing requires prior written approval.

Data Ownership and Use

As between the parties, Client retains ownership of Client Data transmitted via the API. Provider retains ownership of the API, underlying software, and aggregated, anonymized metrics. Provider may use aggregated non-identifiable data for analytics and service improvement.

Security and Compliance

Provider shall implement and maintain industry-standard technical and organizational measures to protect API access and Client Data. Client shall comply with Provider's published security requirements and promptly apply security patches to any systems that interface with the API.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for API access and related services. Fees due under this Agreement are non-refundable except as expressly provided.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this section. Either party may terminate for material breach if the breach is not cured within the notice period set forth below.

Start Date:

End Date:

Confidentiality

Each party shall treat as Confidential Information all non-public information disclosed by the other party, including API credentials, proprietary code, and business data. Confidential Information shall not include information that is publicly available through no fault of the receiving party, independently developed by the receiving party, or rightfully obtained from a third party without restriction.

Indemnification and Limitation of Liability

Each party shall indemnify and hold the other harmless from third-party claims arising from its gross negligence or willful misconduct. Except for indemnity obligations and breaches of confidentiality, neither party's aggregate liability for direct damages under this Agreement shall exceed the total fees paid by Client to Provider in the twelve (12) months preceding the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES.

Governing Law

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

Notices

Notices shall be in writing and delivered to the addresses below by certified mail, overnight courier, or email with confirmation. Notice is effective upon receipt.

Entire Agreement

This Agreement, including all attachments and exhibits executed by the parties, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior understandings and agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

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