Business API Program

BUSINESS API PROGRAM AGREEMENT

This Business API Program Agreement ("Agreement") is entered into by and between Provider Name: and Client Name: . Effective Date:

RECITALS

WHEREAS, Provider operates a technical platform and application programming interface ("API") that enables access to Provider's services and data; and

WHEREAS, Client desires to obtain access to the API for the purposes described in Scope of Work below and Provider is willing to grant such access subject to the terms and conditions of this Agreement; and

WHEREAS, the parties intend for this Agreement to govern the parties' rights and obligations with respect to API access, use, payment, confidentiality, and data security.

SCOPE OF WORK

ACCESS, USAGE, AND TECHNICAL SPECIFICATIONS

Provider will issue API credentials (API keys, tokens) to Client for authenticated access. API credentials remain Provider property and are non-transferable. Client shall maintain the confidentiality of credentials and use them only for authorized purposes described herein.

PAYMENT TERMS

Client shall pay Provider fees for API access and related services as set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, continues until End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to termination. Provider may suspend access immediately for material breach, misuse of the API, or nonpayment pending cure where applicable.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information excludes information that is (a) publicly known through no breach, (b) rightfully received from a third party without restriction, (c) independently developed, or (d) required to be disclosed by law with prior notice where permitted.

Each receiving party shall (i) use Confidential Information only to perform its obligations under this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, and (iii) restrict disclosure to employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations no less protective than this Agreement. Confidentiality obligations survive termination for .

DATA SECURITY & PRIVACY

Provider shall implement and maintain commercially reasonable administrative, physical, and technical safeguards appropriate to the sensitivity of the data to protect against unauthorized access, use, or disclosure. Provider shall notify Client of any unauthorized access affecting Client data within days of discovery and cooperate in remediation.

INTELLECTUAL PROPERTY

Provider retains all right, title, and interest in and to the API, underlying technology, documentation, and Provider's pre-existing intellectual property. Subject to Client's compliance with this Agreement, Provider grants Client a limited, non-exclusive, non-sublicensable, non-transferable license to use the API solely to integrate and operate Client's authorized applications during the Term.

LIMITATION OF LIABILITY AND INDEMNITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, VIOLATION OF CONFIDENTIALITY OBLIGATIONS, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE CLAIM. EACH PARTY SHALL INDEMNIFY THE OTHER FOR THIRD-PARTY CLAIMS ARISING FROM ITS BREACH OR NEGLIGENCE, SUBJECT TO REASONABLE CONTROL OF DEFENSE AND MITIGATION RIGHTS.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules, or signed order forms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral. No amendment is effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Notices required under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may designate in writing. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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