Legal API Usage Amendment

LEGAL API USAGE AMENDMENT

This Amendment to the API Usage Agreement ("Amendment") is made as of Effective Date: by and between Client Name: (Client), and Provider Name: (Provider). Each of Client and Provider is a "Party" and collectively the "Parties."

Recitals

WHEREAS, the Parties entered into an API Usage Agreement dated (the "Agreement");

WHEREAS, the Parties now desire to amend certain provisions of the Agreement to modify permitted uses, rate limits, data handling obligations, and fees in order to reflect changed operational requirements; and

WHEREAS, capitalized terms used but not defined in this Amendment have the meanings given to them in the Agreement;

Now, Therefore

NOW THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to amend the Agreement as follows:

1. Amendment to Defined Terms

1.1 "Permitted Use." The definition of "Permitted Use" in the Agreement is hereby replaced in its entirety with the following: "Permitted Use means the use of the Provider's API solely for internal business purposes to integrate and access Provider functionality in accordance with the documentation and usage parameters set forth in this Amendment. Use of the API to build or operate a competing service, to resell API responses as a standalone product, or to perform systematic scraping for redistribution is expressly prohibited."

2. Usage Limits and Rate Controls

2.1 Monthly Quota. Effective as of Effective Date, the monthly request quota for Client shall be increased to requests per calendar month. Requests in excess of this quota will be subject to additional fees pursuant to Section 4.

2.2 Rate Limiting. Provider may apply short-term throttling to enforce per-second and per-minute limits. Provider will provide reasonable advance notice in writing to Client when any long-term rate-limit change is to be applied that materially affects Client's production environment.

2.3 Restricted Endpoints. Client acknowledges that access to the following endpoints remains restricted unless otherwise agreed in writing:

3. Data Handling, Security and Privacy

3.1 Data Classification. Client shall not transmit Personal Data unless expressly permitted in writing. Personal Data transmitted to Provider will be processed only as necessary to provide the API services and in accordance with the Agreement and this Section.

3.2 Security Measures. Provider shall maintain commercially reasonable administrative, technical and physical safeguards appropriate to the nature of the data to protect against unauthorized access, disclosure or destruction, including encryption in transit, access control and regular security assessments.

3.3 Data Retention. Provider will retain Client data only for the period necessary to perform the services or as otherwise required by law. Specific retention obligations, if any, are:

4. Fees and Payment

4.1 Additional Fees. For usage exceeding the Monthly Quota described in Section 2.1, Client will pay Provider an overage fee of per additional request (per unit as defined in the Agreement) or as otherwise set forth in an applicable fee schedule.

4.2 Billing Cycle. All charges under this Amendment will be invoiced in accordance with the Agreement. Payment terms remain net days from date of invoice.

5. Representations, Warranties and Covenants

5.1 Mutual Representations. Each Party represents and warrants that it has full power and authority to enter into this Amendment and to perform its obligations hereunder and that the person executing this Amendment on its behalf is duly authorized.

5.2 Client Covenants. Client covenants that it will comply with all applicable laws in its use of the API, will not use the API for unlawful or abusive purposes, and will not attempt to circumvent Provider's security or usage controls.

6. Indemnification and Liability

6.1 Indemnification. Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party (the "Indemnitee") from and against any third-party claims arising out of Indemnitor's breach of this Amendment, willful misconduct, or unauthorized use of the API, subject to the limitations and procedures set forth in the Agreement.

6.2 Limitation of Liability. Except as expressly provided herein or to the extent liability cannot be limited by applicable law, the Parties' liability under this Amendment is subject to the caps and exclusions set forth in the Agreement.

7. Term and Termination

7.1 Term. Unless earlier terminated in accordance with this Amendment or the Agreement, the modifications set forth in this Amendment shall remain in effect for the remainder of the Agreement's term beginning on Effective Date.

7.2 Termination for Material Breach. Either Party may terminate this Amendment upon written notice if the other Party materially breaches any provision of this Amendment and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

8. Confidentiality

8.1 Confidential Information. All non-public technical, business and pricing information exchanged under or in connection with this Amendment shall be treated as Confidential Information in accordance with the confidentiality provisions of the Agreement.

9. Notices

All notices required or permitted under this Amendment shall be given in writing to the addresses below. Notices shall be effective upon receipt.

10. Miscellaneous

10.1 Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

10.2 Entire Agreement. Except as expressly amended by this Amendment, the Agreement remains in full force and effect. This Amendment, together with the Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings between the Parties relating to such subject matter.

10.3 Severability. If any provision of this Amendment is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

10.4 Amendments; Waiver. Any amendment or waiver of any provision of this Amendment must be in writing and signed by authorized representatives of both Parties. Failure to enforce any provision shall not constitute a waiver of that provision.

10.5 Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be deemed original signatures for all purposes.

Execution

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed by their duly authorized representatives as of the dates set forth below.

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