Legal API Agreement

LEGAL API AGREEMENT

This Legal API Agreement ("Agreement") is made and entered into as of Effective Date: by and between Provider Name: , an entity organized as Entity Type: Corporation LLC Individual registered in , and Client Name: , an entity organized as Entity Type: Corporation LLC Individual registered in .

RECITALS

WHEREAS, Provider has developed and maintains the application programming interface and related documentation and services described herein (the "API"); and

WHEREAS, Client desires to obtain a limited, revocable license to access and use the API for Client's internal business purposes, and Provider is willing to grant such access under the terms and conditions set forth below; and

WHEREAS, the parties wish to allocate risk, define permitted uses, and protect confidential and personal data exchanged in connection with use of the API.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "API" means Provider's application programming interface, including endpoints, routines, protocols, and Documentation used to access Provider services.

1.2 "Documentation" means Provider's written materials describing the API, integration instructions, rate limits and technical specifications.

1.3 "API Key" means a unique credential issued by Provider that authenticates Client's access to the API.

1.4 "Confidential Information" means nonpublic information disclosed by a party that is identified as confidential or that reasonably should be understood to be confidential given the nature and circumstances of disclosure.

2. LICENSE GRANT

2.1 Subject to the terms of this Agreement, Provider grants Client a non-exclusive, non-transferable, revocable license to access and use the API solely for Client's internal business purposes and only within the scope documented in Documentation and in Permit Uses:

3. ACCESS AND SECURITY

3.1 Provider will issue API Key(s) to Client by Delivery Method: . Client is responsible for safeguarding API Key(s) and shall promptly notify Provider of any unauthorized use.

3.2 Rate Limits: Provider may impose usage limits. Agreed rate limit: . Provider may suspend or throttle access for excessive or abusive requests.

4. ACCEPTABLE USE

Client shall not (a) decompile or reverse engineer the API; (b) attempt to circumvent usage controls; (c) resell the API except as expressly permitted; or (d) use the API to store or transmit malicious or infringing content. Violations constitute material breach and permit immediate termination.

5. FEES AND PAYMENT

Fees are non-refundable unless otherwise agreed in writing. Late payments incur interest at the lesser of 1.5% per month or the maximum permitted by law. Provider may suspend access for unpaid fees after prior notice.

6. CONFIDENTIALITY

Each party shall (a) use Confidential Information solely to perform its obligations, (b) restrict access to personnel with need to know, and (c) apply reasonable safeguards. Confidential obligations continue for three (3) years after termination, except for trade secrets which remain protected as long as they exist.

7. INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the API, Documentation and related intellectual property. No ownership is transferred by this Agreement. Client retains ownership of Client Data submitted to the API.

8. REPRESENTATIONS AND WARRANTIES

Each party represents that it has the corporate power and authority to enter into this Agreement. Provider warrants that it will provide the API in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

Client shall indemnify and hold harmless Provider from claims arising from Client's use of the API in breach of this Agreement, Client Data, or Client's violation of law. Provider shall indemnify Client from third-party claims that the API, as provided, infringes a third party's issued patents, provided Provider is given prompt notice and sole control of the defense.

10. LIMITATION OF LIABILITY

EXCEPT FOR BREACHES OF CONFIDENTIALITY, INFRINGEMENT INDEMNIFICATION, OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. TERM AND TERMINATION

11.1 Term: This Agreement commences on the Effective Date and continues for Term Length (months): unless earlier terminated as provided herein.

11.2 Either party may terminate for material breach if such breach remains uncured for thirty (30) days after written notice. Provider may immediately terminate Client's access for security or abuse concerns.

12. DATA PROCESSING AND PRIVACY

12.1 The parties acknowledge that Client Data transmitted to the API may include Personal Data. Data Processing Details:

12.2 Provider shall implement reasonable technical and organizational measures to protect Personal Data against unauthorized or unlawful processing and accidental loss, destruction or damage.

13. SUPPORT AND MAINTENANCE

Provider will use commercially reasonable efforts to respond to support requests in accordance with the agreed support level. Provider may perform routine maintenance with prior notice and may temporarily suspend the API to preserve security or integrity.

14. AUDIT RIGHTS

Provider may audit Client's use of the API to ensure compliance with this Agreement upon days' prior written notice. Audits shall be conducted during normal business hours and not more than once per year except for suspected violations.

15. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or nationally recognized courier and shall be effective upon receipt.

16. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. Failure to enforce any provision shall not constitute a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original.

17. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by the laws of without regard to conflict of laws principles. This Agreement constitutes the entire agreement between the parties regarding the API and supersedes prior agreements. If any provision is held invalid, the remainder shall remain in full force and effect.

18. MISCELLANEOUS

The parties shall comply with applicable export control laws. Neither party may assign this Agreement without the other party's prior written consent, except to a successor in interest in connection with a merger or sale of substantially all assets.

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