Software API Registration Form

Software API Registration Form

Applicant and Provider Identification

Applicant Name:

Provider Name:

Recitals

WHEREAS, Applicant seeks technical access to the Provider's application programming interface for the purpose of integrating functionality pursuant to the terms set forth herein; and

WHEREAS, Provider maintains and controls the Software API and is willing to grant access to Applicant subject to registration, payment (where applicable), and compliance with Provider policies described in this form; and

WHEREAS, the parties intend this form and the attached terms to constitute a binding agreement governing API access, fees, confidentiality, and permitted use between Applicant and Provider.

API Registration Details

Requested Monthly Quota:

Requested Rate Limit (requests/sec):

Require Sandbox Environment: Yes

Scope of Work

The following describes the services, deliverables and responsibilities associated with API access. This Scope of Work will form part of the registration agreement and governs acceptable integration and support obligations.

Payment Terms

The parties agree the following fees apply for access, subject to invoicing and the Provider's billing schedule below.

Late Fee and Collections: Invoices not paid within thirty (30) days of invoice date shall incur a late fee equal to per month on the outstanding balance, plus recovery of reasonable collection costs.

Term and Termination

Term Commencement Date:

Term End Date (if any): . Absent an end date, the Term is ongoing until terminated in accordance with this section.

Either party may terminate for convenience upon days' prior written notice. Provider may terminate immediately for cause, including breach of use restrictions, nonpayment, or security incidents.

Confidentiality and Data Handling

Each party shall keep confidential all non-public information disclosed by the other that is designated confidential or reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information of the Provider includes API access credentials, internal APIs, performance metrics and non-public documentation.

Data Processing: Where API access results in the transfer or processing of personal data, the parties shall process such data only on documented instructions of the disclosing party and shall implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and accidental loss. Applicant shall not retain logs or personal data longer than required for legitimate business purposes and shall promptly comply with Provider requests to delete or return data at termination.

Applicant certifies that it will not attempt to reverse-engineer or circumvent Provider security controls, will implement recommended security measures, and will report suspected security incidents promptly to Provider.

Applicant acknowledges and accepts the Confidentiality and Data Handling provisions above.

Intellectual Property and License

Provider retains all right, title and interest in and to the API, related documentation and any improvements thereto. Provider grants Applicant a non-exclusive, non-transferable, revocable license to access and use the API solely for the purposes described in this registration and in accordance with the terms set forth herein. Applicant will not claim ownership of Provider APIs, nor assert patent or other intellectual property claims inconsistent with Provider ownership.

Liability and Indemnification

Each party shall indemnify, defend and hold the other harmless from third party claims arising from its gross negligence, willful misconduct, or breach of applicable law. Provider's aggregate liability for direct damages arising out of or related to this registration shall not exceed the fees paid by Applicant under this registration in the twelve (12) months preceding the claim. Neither party will be liable for special, incidental, indirect, punitive or consequential damages.

Governing Law

This registration agreement and any disputes arising out of it shall be governed by the laws of the jurisdiction specified by Provider below, without regard to conflict of law principles.

Entire Agreement

This form, together with any attachments and the Provider's published acceptable use policy incorporated herein by reference, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior proposals, agreements or understandings, whether written or oral. No amendment or waiver is effective unless in a writing signed by authorized representatives of both parties.

Acknowledgement and Certification

By signing below, Applicant certifies that the information supplied in this registration form is true and accurate, that Applicant has authority to bind the organization identified as Applicant, and that Applicant accepts the terms and conditions set forth in this registration.

Applicant accepts and will comply with all terms, including Confidentiality, Data Handling, and License provisions above.

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