API License Agreement

This API License Agreement (this "Agreement") is entered into as of effective_date (the "Effective Date"), by and between:

licensor_name (the "Licensor" or "Provider"); and

licensee_name (the "Licensee").

The Licensor and the Licensee are each referred to herein as a "Party" and collectively as the "Parties." This Agreement governs the Licensee's access to and use of the api_name API (the "API" or "Service").

1. Definitions

"API" means the api_name application programming interface, including all endpoints, documentation, SDKs, client libraries, sample code, and related tools provided by the Licensor.

"API Key" means the unique authentication credentials issued by the Licensor to the Licensee for accessing the API.

"API Call" or "Request" means a single programmatic request made to the API by the Licensee's application or system.

"Documentation" means all technical documentation, user guides, specifications, tutorials, and reference materials provided by the Licensor in connection with the API.

"Licensee Application" means any software application, website, service, or system developed or operated by the Licensee that integrates with or accesses the API.

"Service Level Agreement" or "SLA" means the uptime and performance commitments set forth in Section 5 of this Agreement.

"Usage Data" means data about the Licensee's use of the API, including API Call volume, response times, error rates, and other operational metrics.

2. License Grant

2.1 Scope of License

Subject to the terms and conditions of this Agreement, the Licensor hereby grants the Licensee a non-exclusive, non-transferable, revocable license to access and use the API solely for the purpose of integrating the API into the Licensee Application and providing services to the Licensee's end users.

The license granted herein includes the right to make API Calls, access the Documentation, and use any SDKs or client libraries provided by the Licensor, all in accordance with the terms of this Agreement.

2.2 Restrictions

The Licensee shall not: (a) sublicense, sell, resell, transfer, assign, or otherwise commercially exploit or make available to any third party the API or any portion thereof, except as expressly permitted herein; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the API; (c) modify, adapt, or create derivative works based on the API; (d) use the API to develop a competing product or service; (e) use the API in any way that violates applicable law or the rights of any third party; (f) share or publish API Keys or allow unauthorized access to the API; or (g) use the API to transmit any malicious code, viruses, or harmful content.

2.3 Permitted Use

The Licensee may use the API to: (a) integrate API functionality into the Licensee Application; (b) display data obtained from the API to the Licensee's end users, subject to applicable attribution requirements; (c) make internal copies of the Documentation for reference purposes; and (d) develop and test integrations in a non-production (sandbox) environment provided by the Licensor.

3. Rate Limits and Usage

3.1 Rate Limits

The Licensee's use of the API shall be subject to the following rate limits: a maximum of one thousand (1,000) API Calls per minute; a maximum of one hundred thousand (100,000) API Calls per day; and a maximum of three million (3,000,000) API Calls per calendar month. These limits may be modified by the Licensor upon thirty (30) days' written notice.

3.2 Exceeding Rate Limits

If the Licensee exceeds the applicable rate limits, the Licensor may, at its sole discretion: (a) throttle or temporarily suspend the Licensee's access to the API; (b) charge overage fees as set forth in Section 6.3; or (c) require the Licensee to upgrade to a higher-tier plan.

The Licensor shall provide reasonable notice (via API response codes and/or email) when the Licensee is approaching rate limits. The Licensee shall implement appropriate retry logic and backoff strategies in the Licensee Application.

3.3 Usage Monitoring

The Licensor shall provide the Licensee with access to a dashboard or reporting tool that displays real-time and historical Usage Data, including API Call volume, response times, and error rates. The Licensee shall monitor its usage and ensure compliance with applicable rate limits.

4. Data Ownership and Privacy

4.1 Licensee Data

The Licensee shall retain all right, title, and interest in and to all data submitted by the Licensee to the API ("Licensee Data"). The Licensor shall not use Licensee Data for any purpose other than providing the API services to the Licensee, except as required by law or as otherwise agreed in writing.

4.2 API Output Data

Data returned by the API in response to the Licensee's API Calls ("Output Data") shall be subject to the Licensor's terms of use and any applicable third-party licenses. The Licensee may use Output Data in the Licensee Application in accordance with this Agreement and the Documentation.

4.3 Usage Data

The Licensor may collect and use Usage Data for the purpose of operating, improving, and securing the API. Usage Data shall be aggregated and anonymized before being used for any purpose other than providing services to the Licensee. The Licensor shall not sell Usage Data to third parties.

4.4 Data Security

Both Parties shall implement and maintain commercially reasonable administrative, technical, and physical safeguards to protect the confidentiality, integrity, and availability of data transmitted through the API. The Licensor shall maintain encryption of data in transit (TLS 1.2 or higher) and at rest.

The Licensor shall promptly notify the Licensee of any data breach affecting Licensee Data and shall cooperate with the Licensee in investigating and remediating the breach. The Licensor shall comply with all applicable data breach notification laws.

4.5 Data Processing

To the extent the API processes personal data on behalf of the Licensee, the Parties shall enter into a data processing agreement (DPA) as required by applicable data protection laws (including GDPR, CCPA, and similar regulations). The DPA shall be incorporated into this Agreement by reference.

5. Service Level Agreement (SLA)

5.1 Uptime Commitment

The Licensor commits to maintaining an API uptime of at least ninety-nine point nine percent (99.9%) during each calendar month, measured as the percentage of time the API is available and responding to properly formatted requests (the "Uptime Commitment").

Uptime shall be calculated as: ((Total Minutes in Month - Downtime Minutes) / Total Minutes in Month) x 100. Scheduled maintenance windows, which the Licensor shall announce at least 72 hours in advance, shall be excluded from the Uptime calculation.

5.2 Response Time

The Licensor shall use commercially reasonable efforts to maintain median API response times of less than 200 milliseconds and 95th percentile response times of less than 500 milliseconds, measured at the Licensor's network edge.

5.3 SLA Credits

If the Licensor fails to meet the Uptime Commitment in any calendar month, the Licensee shall be entitled to service credits as follows: for uptime between 99.0% and 99.9%, a credit of ten percent (10%) of the monthly fee; for uptime between 95.0% and 99.0%, a credit of twenty-five percent (25%); and for uptime below 95.0%, a credit of fifty percent (50%) of the monthly fee.

SLA credits shall be applied to the Licensee's next invoice and shall be the Licensee's sole and exclusive remedy for the Licensor's failure to meet the Uptime Commitment. The Licensee must request SLA credits in writing within thirty (30) days of the end of the affected month.

5.4 Support

The Licensor shall provide technical support to the Licensee during business hours (9:00 AM to 6:00 PM, Licensor's local time, Monday through Friday). Critical issues (API is completely unavailable) shall receive a response within one (1) hour; high-priority issues within four (4) hours; and standard issues within one (1) business day.

6. Fees and Payment

6.1 Monthly Fee

The Licensee shall pay the Licensor a monthly fee of monthly_fee (the "Monthly Fee") for access to and use of the API. The Monthly Fee shall be due and payable on the first (1st) day of each calendar month, in advance.

6.2 Payment Terms

All fees shall be paid in United States dollars by credit card, wire transfer, or ACH transfer to the account designated by the Licensor. Invoices unpaid for more than thirty (30) days shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less.

6.3 Overage Fees

If the Licensee exceeds the monthly API Call limit included in the Monthly Fee, the Licensee shall pay overage fees at the rate specified in the applicable rate card or order form. The Licensor shall notify the Licensee when usage reaches eighty percent (80%) of the included limit.

6.4 Fee Increases

The Licensor may increase the Monthly Fee upon sixty (60) days' written notice to the Licensee. If the Licensee does not agree to the fee increase, the Licensee may terminate this Agreement at the end of the current billing period without penalty.

6.5 Taxes

All fees are exclusive of taxes. The Licensee shall be responsible for all applicable sales, use, VAT, GST, and other taxes (excluding taxes on the Licensor's income) arising from or relating to this Agreement.

7. Intellectual Property

7.1 Licensor IP

The Licensor retains all right, title, and interest in and to the API, Documentation, SDKs, and all related intellectual property, including all patents, copyrights, trademarks, trade secrets, and know-how. Nothing in this Agreement shall be construed to transfer any ownership rights in the API to the Licensee.

7.2 Licensee IP

The Licensee retains all right, title, and interest in and to the Licensee Application and all intellectual property developed by the Licensee, excluding any Licensor IP incorporated therein. The Licensee grants the Licensor a limited, non-exclusive license to use the Licensee's name and logo for the purpose of identifying the Licensee as a customer of the API.

7.3 Feedback

If the Licensee provides the Licensor with any feedback, suggestions, or recommendations regarding the API ("Feedback"), the Licensor shall have a royalty-free, worldwide, irrevocable, perpetual license to use, modify, and incorporate the Feedback into the API without any obligation to the Licensee.

8. Confidentiality

Each Party agrees to hold in confidence all non-public information disclosed by the other Party in connection with this Agreement ("Confidential Information"), including technical specifications, business strategies, pricing, customer data, and API documentation not publicly available. Confidential Information shall not be disclosed to any third party without the disclosing Party's prior written consent.

The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was known to the receiving Party prior to disclosure; (c) is independently developed by the receiving Party; or (d) is required to be disclosed by law.

9. Term and Termination

9.1 Term

This Agreement shall commence on the Effective Date and continue for an initial term of twelve (12) months (the "Initial Term"). After the Initial Term, this Agreement shall automatically renew for successive twelve-month periods (each a "Renewal Term") unless either Party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

9.2 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof; (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or (c) ceases to conduct business in the ordinary course.

9.3 Termination for Convenience

Either Party may terminate this Agreement for any reason upon sixty (60) days' written notice to the other Party. If the Licensee terminates for convenience during the Initial Term, the Licensee shall pay an early termination fee equal to three (3) months' Monthly Fee.

9.4 Effect of Termination

Upon termination or expiration of this Agreement: (a) the Licensee's license to use the API shall immediately terminate; (b) the Licensee shall cease all use of the API and delete all API Keys; (c) the Licensor shall, upon request, return or destroy Licensee Data within thirty (30) days; and (d) all accrued payment obligations shall survive termination.

10. Warranties and Disclaimers

The Licensor warrants that: (a) the API will perform substantially in accordance with the Documentation; (b) the Licensor has the right to grant the license contemplated by this Agreement; and (c) the API will not infringe the intellectual property rights of any third party.

EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE API IS PROVIDED "AS IS" AND THE LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE LICENSOR DOES NOT WARRANT THAT THE API WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

11. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE LICENSEE TO THE LICENSOR DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION SHALL NOT APPLY TO: (A) THE LICENSEE'S PAYMENT OBLIGATIONS; (B) BREACHES OF SECTION 8 (CONFIDENTIALITY); OR (C) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS.

12. Indemnification

The Licensor shall indemnify and hold harmless the Licensee from any third-party claims alleging that the API infringes such third party's intellectual property rights, provided the Licensee gives prompt notice of the claim, grants the Licensor sole control of the defense, and provides reasonable cooperation.

The Licensee shall indemnify and hold harmless the Licensor from any third-party claims arising from: (a) the Licensee Application; (b) the Licensee's use of the API in violation of this Agreement; or (c) the Licensee's violation of applicable law.

13. General Provisions

13.1 Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements.

13.2 Amendments

This Agreement may be amended only by a written instrument signed by both Parties, except that the Licensor may update the Documentation and rate limits in accordance with this Agreement.

13.3 Assignment

Neither Party may assign this Agreement without the other Party's prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of the assigning Party's assets.

13.4 Governing Law

This Agreement shall be governed by the laws of the state in which the Licensor is headquartered, without regard to conflict of law principles.

13.5 Severability

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.6 Force Majeure

Neither Party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, including natural disasters, acts of government, war, terrorism, pandemics, or infrastructure failures.

13.7 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall be deemed original signatures for all purposes.

IN WITNESS WHEREOF, the Parties have executed this API License Agreement as of the Effective Date.

Licensor

licensor_name

[Electronic signature will be collected via zsign]

[Date will be recorded automatically]

Licensee

licensee_name

[Electronic signature will be collected via zsign]

[Date will be recorded automatically]