Miscellaneous API Services Agreement

MISCELLANEOUS API SERVICES AGREEMENT

This Miscellaneous API Services Agreement (the "Agreement") is made effective as of by and between:

RECITALS

WHEREAS, Service Provider maintains proprietary and licensed application programming interfaces, technical documentation and related services (collectively, the "APIs") and is willing to provide controlled access to the APIs to Client on the terms set forth herein; and

WHEREAS, Client desires to obtain access to and use of the APIs to integrate with Client systems for the limited business purposes described in this Agreement, and Service Provider agrees to provide such access subject to payment and compliance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider shall provide API access, integration support, technical documentation, maintenance and reasonable assistance as required to enable Client to use the APIs in accordance with the terms below. Specific deliverables, acceptance criteria and milestones are described in the text area below and form part of this Agreement.

PAYMENT TERMS

Client shall pay Service Provider the fees for API access and related services as set forth below. All fees are exclusive of taxes and third-party costs unless otherwise stated.

Service Provider shall invoice Client in accordance with the billing schedule. Unless otherwise disputed in good faith within ten (10) days of receipt, all undisputed invoices are due and payable within the payment terms above. Late payments shall accrue interest at the rate stated above and Service Provider may suspend API access after ten (10) days' written notice of non-payment.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach. Additionally, either party may terminate immediately for insolvency, bankruptcy, or assignment for the benefit of creditors. Termination shall not relieve Client of its obligation to pay fees accrued through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential. Each party shall use Confidential Information solely for performance of this Agreement and shall not disclose it to third parties except to employees, contractors and advisors who need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly known through no breach by the receiving party, is rightfully received from a third party without restriction, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Upon termination or at the disclosing party's request, the receiving party shall return or destroy Confidential Information and certify such destruction in writing within thirty (30) days, except that the receiving party may retain one archival copy as required for compliance and recordkeeping.

INTELLECTUAL PROPERTY; LICENSE

Service Provider retains all right, title and interest in and to the APIs, the underlying software, documentation, trademarks and any derivative works (collectively, "Provider IP"). Subject to full payment and compliance with this Agreement, Service Provider grants Client a limited, non-exclusive, non-transferable, revocable license to access and use the APIs solely for Client's internal business purposes as expressly permitted under the Scope of Work. Client acquires no ownership rights in Provider IP.

DATA SECURITY AND PRIVACY

Service Provider shall maintain commercially reasonable administrative, physical and technical safeguards to protect Client Data against unauthorized access, disclosure, alteration or destruction. Client is solely responsible for obtaining any consents required for the collection, processing or transfer of personal data in connection with Client's use of the APIs. The parties shall comply with applicable data protection laws when processing personal data.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION

Service Provider warrants that the APIs will materially conform to the documentation provided for the duration of the applicable support period. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THE PRECEDING SENTENCE, THE APIs AND SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT.

Client shall indemnify and hold Service Provider harmless from third-party claims arising from Client's misuse of the APIs, violation of applicable law, or breach of this Agreement. Service Provider shall indemnify and hold Client harmless from third-party claims that Provider IP, as delivered to Client, infringes such third party's United States intellectual property rights, subject to prompt notice and cooperation by Client and the right of Service Provider to control the defense and settlement of any such claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to its choice of law principles. The parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved, either party may pursue any available remedy in state or federal court located in the jurisdiction specified by governing law.

ENTIRE AGREEMENT

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

NOTICES

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