Software API License Agreement

SOFTWARE API LICENSE AGREEMENT

This Software API License Agreement ("Agreement") is made effective as of Date: by and between Licensor Name: , whose principal place of business is: , and Licensee Name: , whose principal place of business is: .

RECITALS

WHEREAS, Licensor has developed and maintains certain application programming interfaces and related documentation and tooling identified as Licensed APIs; and

WHEREAS, Licensee desires to obtain a license to access and use the Licensed APIs for Licensee's internal business purposes on the terms and conditions set forth herein; and

WHEREAS, Licensor is willing to grant such a license subject to the terms of this Agreement.

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

1. Definitions

1.1 "API" means the application programming interface(s), endpoints, protocols and related interfaces described in the Documentation that enable programmatic access to certain functionality provided by Licensor.

1.2 "Documentation" means any user manuals, technical documentation, developer guides and usage policies provided or made available by Licensor for the Licensed APIs.

1.3 "Licensed APIs" means the API services identified here:

2. License Grant

2.1 Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a limited, non-transferable, non-sublicensable, Non-exclusive Exclusive license to access and use the Licensed APIs solely for Licensee's internal business purposes during the Term. Licensee shall not use the Licensed APIs for any commercial offering to third parties except as expressly authorized in writing by Licensor.

3. Restrictions

3.1 Licensee shall not: (a) reverse engineer, decompile or disassemble the Licensed APIs or Documentation except to the extent expressly permitted by applicable law; (b) remove or obscure any proprietary notices; (c) use the Licensed APIs to create a substantially similar product or service; or (d) permit third parties to access the Licensed APIs except as authorized under this Agreement.

4. Fees and Payment

4.1 In consideration for the license granted herein, Licensee shall pay Licensor the fees set forth below in United States Dollars. All payments are non-refundable unless expressly provided otherwise.

5. Intellectual Property

5.1 Licensor retains all right, title and interest in and to the Licensed APIs, Documentation, and all derivative works and improvements. Licensee acquires no ownership rights under this Agreement. Any suggestions, enhancements or other feedback provided by Licensee shall be owned by Licensor and may be used by Licensor without restriction.

6. Confidentiality

6.1 Each party shall treat as confidential and shall not disclose the other party's Confidential Information. "Confidential Information" includes the Licensed APIs, Documentation, business and technical information, pricing and the terms of this Agreement, but excludes information that is or becomes publicly available through no fault of the receiving party, independently developed without use of the disclosing party's Confidential Information, or rightfully received from a third party without restriction.

7. Warranties; Disclaimers

7.1 Licensor warrants that it has the right to grant the license set forth in this Agreement. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE LICENSED APIs AND DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. Indemnification

8.1 Licensee shall indemnify, defend and hold harmless Licensor from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of Licensee's use of the Licensed APIs in violation of this Agreement, provided Licensor gives prompt written notice of any claim and cooperates in the defense.

9. Limitation of Liability

9.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. Term and Termination

10.1 Term. The initial term of this Agreement shall be (the "Term") commencing on the Effective Date unless earlier terminated as provided herein.

10.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after written notice. Either party may terminate immediately upon insolvency of the other party.

11. Effect of Termination

11.1 Upon termination or expiration, Licensee shall cease all use of the Licensed APIs, return or destroy all Confidential Information and Documentation, and Licensor may disable Licensee's API access keys and accounts. Termination does not relieve Licensee of its obligation to pay fees accrued prior to termination.

12. Data Security and Privacy

12.1 Each party shall maintain reasonable administrative, physical and technical safeguards to protect the security and confidentiality of data exchanged in connection with the Licensed APIs and shall comply with applicable data protection laws. Licensee is responsible for any data transmitted to the Licensed APIs and must obtain all consents required for Licensor's processing of such data.

13. Notices

13.1 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 overnight courier, or by email with confirmation of receipt where applicable.

14. Amendments, Waiver and Assignment

14.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. A waiver of any right or remedy under this Agreement must be in writing and shall not constitute a waiver of any other right. Licensee shall not assign this Agreement without Licensor's prior written consent, except to a successor in connection with a merger or sale of substantially all assets.

15. Governing Law

15.1 This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles.

16. Entire Agreement

16.1 This Agreement, including any exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

17. Severability

17.1 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely effects the parties' intent.

18. Counterparts and Electronic Signatures

18.1 This Agreement 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 (including PDF or electronic signature platform) shall be effective to bind the signing party.

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