Business Enrichment API

Business Enrichment API Agreement

Parties

Effective Date:

Corporation LLC Other

Corporation LLC Other

Recitals

WHEREAS, Service Provider develops, hosts, and maintains an application programming interface and related services that enrich business data by aggregating, normalizing, and appending third-party and proprietary business information (the "API"); and

WHEREAS, Client desires to obtain access to the API to enhance Client's internal business records, and Service Provider is willing to provide such access under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to define the scope, fees, confidentiality obligations, and operational terms governing the Client's use of the API.

Scope of Work

Service Provider will provide Programmatic API access to the Business Enrichment API as described below and in the API documentation provided to Client. Services include data enrichment services, API endpoints, rate limits, authentication, and basic support as set forth in this section and any attachments.

Payment Terms

Client will pay Service Provider the fees set forth below in consideration for access to and use of the API. All fees are non-refundable except as expressly set forth in this Agreement.

Taxes: Client is responsible for applicable sales and use taxes unless Client provides a valid exemption certificate prior to invoicing.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Agreement, continues until the End Date or until terminated as provided herein.

Start Date:    End Date:

This Agreement automatically renews for successive terms of equal duration unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

Confidentiality

Each party (the "Recipient") shall keep confidential and not disclose to any third party any Confidential Information of the other party (the "Discloser") disclosed in connection with this Agreement. Confidential Information includes non-public business information, technical data, trade secrets, customer lists, pricing, source code, and any information marked confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was known to Recipient prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information.

Data Use, Ownership and Privacy

Ownership: Client retains ownership of Client Data submitted to the API. Service Provider retains ownership of the API, underlying models, aggregated anonymized outputs, and improvements thereto. Service Provider is granted a limited, non-exclusive, worldwide license to use Client Data solely to provide the Services under this Agreement and to improve Service Provider's systems in aggregated, non-identifiable form.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's breach of this Agreement, gross negligence, or willful misconduct. The indemnified party shall promptly notify the indemnifying party of any claim and permit sole control of defense and settlement, provided that no settlement admitting fault or imposing material obligations on the indemnified party may be made without its consent.

Limitation of Liability: Except for breaches of confidentiality, indemnification for third-party claims, or liabilities arising from willful misconduct, neither party's aggregate liability under this Agreement shall exceed the fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. In no event shall either party be liable for incidental, consequential, or punitive damages.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflict of laws principles. The parties shall endeavor to resolve disputes in good faith through negotiation. If unresolved, disputes shall be resolved by binding arbitration or in the courts of the chosen jurisdiction as set forth below.

Entire Agreement; Amendments

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

Notices

Notices under this Agreement shall be delivered to the addresses set forth above or to such other address as a party designates by written notice. Notice is effective upon receipt.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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