Starter API Order Form

Starter API Order Form

This Starter API Order Form (the "Order") is made between the parties identified below and is effective as of Effective Date: and is governed by the terms set forth in this Order and the underlying Master Services Agreement incorporated herein.

RECITALS

WHEREAS, Client desires to obtain access to Provider's application programming interface services on the terms and conditions set forth herein;

WHEREAS, Provider has represented that it will provide API access, technical integration support, and related services described in the Scope of Work in exchange for the fees specified in this Order; and

WHEREAS, the parties intend that this Order constitute a binding agreement for the ordered services upon execution by authorized representatives of both parties.

ORDER DETAILS

Corporation LLC Sole Proprietor Other:

CONTACTS

SERVICE SELECTION

Select API plan and additional services to be provided under this Order:

Starter — up to 10,000 calls/month Growth — up to 50,000 calls/month Enterprise — custom limits

Webhooks SLA (response time commitment) Priority Support Custom Integrations

SCOPE OF WORK

Provider will deliver the API access, endpoints, authentication credentials, documentation, and configuration assistance necessary for Client to integrate the selected plan. The services include development support up to the limits defined herein and limited testing assistance to validate basic integration and data exchange.

PAYMENT TERMS

Client shall pay Provider the fees described below in consideration for the services. All fees are due in accordance with the schedule below. Unless otherwise specified, fees are exclusive of taxes for which Client is responsible.

One‑time Monthly Annual

Unless otherwise agreed in writing, late amounts shall accrue interest at the rate specified above or the maximum permitted by law, whichever is lower. Client is responsible for all reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

The term of this Order shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Order for convenience by providing Notice Period of days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days following written notice of the breach. Termination shall not relieve Client of its obligation to pay fees accrued through the effective date of termination, and Provider may invoice for work performed but not yet billed.

CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that is (a) publicly known through no breach of this Order, (b) rightfully received from a third party without restriction, (c) independently developed by the receiving party without use of the disclosing party's Confidential Information, or (d) required to be disclosed by law, provided the receiving party gives prompt written notice and limits disclosure to the extent legally required. Each party shall use Confidential Information only to perform its obligations under this Order and shall protect it with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Order, together with any attachments and the applicable Master Services Agreement or terms of service expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment to this Order must be in writing and signed by authorized representatives of both parties.

ADDITIONAL TERMS

Provider warrants that it will provide the ordered services in a professional and workmanlike manner consistent with industry standards. Except as expressly set forth in this Order, Provider disclaims all other warranties, whether express or implied. In no event shall either party be liable for indirect, incidental, special or consequential damages, and the total aggregate liability of Provider for any claim arising out of or relating to this Order shall not exceed the fees paid by Client to Provider under this Order during the twelve (12) months preceding the claim.

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