Business API Quote

Business API Quote

Client Name:

Recitals

WHEREAS, Provider develops, operates, and licenses access to an application programming interface described as "" offering programmatic access to specified data and functionality; and

WHEREAS, Client desires to obtain access to the API and associated services set forth in this Quote, and Provider is willing to provide such access under the terms and fees quoted below; and

WHEREAS, the parties intend for this Quote, together with any executed acceptance and any referenced documentation, to govern the provision of Services during the Term commencing on .

Scope of Work

Provider will provide access, integration assistance, and ongoing operation of the API described above. Deliverables, acceptance criteria, performance metrics, and support obligations are described below and in the attached technical specifications.

Fees and Payment Terms

The fees set forth below are estimates for the services described in the Scope of Work. Final charges will be invoiced in accordance with this section.

Term and Termination

This Quote commences on and continues until unless earlier terminated in accordance with this section.

By checking, the Term will automatically renew for successive periods specified as:

Either party may terminate for material breach if the breaching party fails to cure within the notice period above. Provider may suspend access for nonpayment in accordance with the Payment Terms.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information includes business plans, pricing, source code, technical specifications, customer data, and trade secrets.

The Receiving Party will (a) use Confidential Information solely to perform under this Quote; (b) restrict disclosure to employees, contractors, or agents with a need to know and who are bound by confidentiality obligations at least as protective as this clause; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care. Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party, is lawfully received from a third party, is independently developed, or is required to be disclosed by law, provided the Disclosing Party is given prompt notice and an opportunity to seek protective measures.

Upon termination or written request, the Receiving Party will return or destroy Confidential Information and certify destruction if requested. The obligations of confidentiality survive termination for a period of three (3) years, except for trade secrets which survive as required by law.

Intellectual Property

All right, title, and interest in and to Provider's pre-existing software, APIs, technology, and related documentation remain the exclusive property of Provider. Provider grants Client a limited, non-exclusive, non-transferable, revocable license to access and use the API during the Term solely for Client's internal business purposes, subject to applicable usage limits and payment of fees. Client retains ownership of its data; Provider is granted a limited license to use Client data to provide the services.

Warranties; Limitation of Liability

Provider warrants that it will provide the API with commercially reasonable efforts and in accordance with the Scope of Work. Except as expressly set forth, the services are provided "AS IS" and Provider disclaims all other warranties. Neither party will be liable for incidental, consequential, special, or punitive damages. Provider's aggregate liability for claims arising out of this Quote will not exceed the fees paid by Client to Provider under this Quote in the twelve (12) months preceding the claim.

Governing Law

This Quote will be governed by and construed in accordance with the laws of without regard to conflict of law rules. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes that are not subject to arbitration.

Entire Agreement

This Quote, together with any attachments and referenced documents executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Acceptance

By signing below, the parties confirm acceptance of this Quote and authorize Provider to commence work consistent with the Scope of Work and Payment Terms set forth herein.

Sign Now