Software API Subscription Agreement

Software API Subscription Agreement

This Software API Subscription Agreement (“Agreement”) is made effective as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Provider develops and maintains one or more application programming interfaces (APIs) that provide data, functionality, and related services; and

WHEREAS, Client desires to subscribe to Provider’s API service on the terms and conditions set forth herein, and Provider agrees to grant access subject to those terms.

WHEREAS, the parties intend for this Agreement to govern access, use, support, security, payment, term and termination, confidentiality, and allocation of liability between them.

1. SCOPE OF WORK

1.1 Services. Provider will make available API access described below and provide related support, maintenance and updates as set forth in this Agreement. API access includes endpoints, authentication, and documented request/response behavior subject to usage limits and fair use policies.

2. API ACCESS, USAGE AND SUPPORT

2.1 Access Credentials and Authentication. Provider will issue to Client API keys or other credentials for authenticating requests. Client is responsible for safeguarding credentials and for all activity under Client’s credentials.

2.2 Usage Limits. Client’s subscription tier entitles Client to the usage limits selected below. Provider may enforce rate limits and suspend access if usage exceeds the selected limits or violates fair-use provisions.

Free (limited testing use) Starter (basic production) Enterprise (custom limits and SLA)

3. PAYMENT TERMS

3.1 Fees. Client will pay Provider the subscription fees specified below in consideration for API access. All fees are non-refundable except as expressly stated.

Select schedule: Monthly Quarterly Annually

Past due amounts will incur interest and collection costs. Interest accrues at the lesser of:

4. TERM AND TERMINATION

4.1 Term. The initial term of this Agreement will commence on Start Date: and will continue until End Date: , unless earlier terminated in accordance with this Agreement.

4.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breach remains uncured after written notice and the expiration of the cure period specified below.

4.3 Termination for Convenience. Either party may terminate for convenience upon prior written notice to the other party given at least the notice period specified above. Termination does not relieve Client of payment obligations for amounts accrued through the effective date of termination.

5. CONFIDENTIALITY

5.1 Definition. “Confidential Information” means non-public information disclosed by one party to the other, whether written, oral, or electronic, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Obligations. Receiving party will (a) protect Confidential Information with the same standard of care it uses to protect its own confidential information, but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors and agents who need access and are bound by confidentiality obligations at least as protective as this Agreement.

5.3 Exceptions. Confidential Information does not include information that is (i) publicly known through no fault of the receiving party, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of disclosing party’s Confidential Information, or (iv) required to be disclosed by law or court order subject to prior notice to the disclosing party where permitted.

6. DATA SECURITY AND PRIVACY

6.1 Security Measures. Provider will maintain administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration or destruction. Provider will promptly notify Client of any confirmed security breach affecting Client Data.

6.2 Data Ownership. Client retains all right, title and interest in Client Data. Provider’s rights are limited to the license necessary to perform the services under this Agreement.

7. REPRESENTATIONS; LIMITATION OF LIABILITY

7.1 Mutual Representations. Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7.3 Limitation of Liability. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOSS OF DATA OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. INDEMNIFICATION

Provider will defend, indemnify and hold Client harmless from any third-party claim alleging that Provider’s API, as delivered under this Agreement, infringes a third party’s intellectual property rights; provided that Client gives Provider prompt written notice of the claim, allows Provider to control the defense and settlement, and cooperates reasonably. Client will indemnify Provider for claims arising from Client’s misuse of the API or violation of this Agreement.

9. GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any order forms, exhibits or schedules executed by the parties, constitutes the entire agreement between Client and Provider concerning the subject matter and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

11. MISCELLANEOUS

11.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or successor in connection with a merger, acquisition or sale of substantially all of its assets, provided the assignee assumes the assigning party’s obligations.

11.2 Notices. Notices under this Agreement must be given in writing and delivered to the addresses of the parties as provided in writing.

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