Miscellaneous API Package

MISCELLANEOUS API PACKAGE

This Miscellaneous API Package Agreement (the "Agreement") is made as of Month Day Year (the "Effective Date"), by and between:

Client Name:    Client Address:

Provider Name:    Provider Address:

WHEREAS

WHEREAS, Provider develops and maintains an application programming interface and related documentation, tools and support (collectively, the "API Services") suitable for Client's use in connection with Client's products and services; and

WHEREAS, Client desires to obtain from Provider a package of API Services on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, Provider is willing to provide the API Services to Client under the terms of this Agreement.

SCOPE OF WORK

Provider shall deliver the API Services and related deliverables as described below. Provider's obligations shall include development, deployment, documentation, and reasonable technical support necessary to integrate the API Services with Client systems as expressly specified herein.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for Provider's performance of the API Services. All amounts are in U.S. dollars unless otherwise indicated.

If Client fails to pay any undisputed amount within days after the due date, Client shall pay interest at the lesser of (i) % per month on the outstanding balance or (ii) the maximum rate permitted by law. Provider may suspend access to the API Services for unpaid amounts thirty (30) days after written notice.

TERM AND TERMINATION

This Agreement commences on the Start Date below and continues until the End Date below unless earlier terminated in accordance with this Section.

Start Date: Month Day Year

End Date: Month Day Year

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period stated above. Provider may also terminate immediately for Client's misuse of the API Services, violation of usage limits, or any fraudulent activity.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose it to third parties except to employees and contractors who need access and who are bound by confidentiality obligations; and (c) use it only to perform obligations under this Agreement. Confidentiality obligations shall survive termination for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets.

INTELLECTUAL PROPERTY & LICENSE

Provider retains all right, title and interest in and to the API Services, the API code, documentation, and any derivatives or improvements (collectively, "Provider IP"). Subject to Client's payment of fees and compliance with this Agreement, Provider grants Client a non-exclusive, non-transferable, revocable license to access and use the API Services solely to the extent necessary for Client's internal business operations.

Client retains ownership of Client data submitted to or generated by the API Services ("Client Data"). Provider may use aggregated, anonymized data derived from Client Data for product improvement provided such use does not identify Client or any individual.

WARRANTY, DISCLAIMER, INDEMNIFICATION

Provider warrants that it will perform the API Services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE API SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Client shall defend, indemnify and hold harmless Provider from third-party claims arising from Client's misuse of the API Services, Client Data, or violation of applicable laws.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state.

ENTIRE AGREEMENT

This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous proposals, understandings and communications, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

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