API License Agreement

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API License Agreement

This API License Agreement (the "Agreement") is entered into on this {{date}} by and between {{company_name}} (hereinafter referred to as "Licensor"), a company duly incorporated under the laws of {{country_of_incorporation}}, with its principal place of business at {{company_address}}, and {{licensee_company_name}} (hereinafter referred to as "Licensee"), a company duly incorporated under the laws of {{licensee_country_of_incorporation}}, with its principal place of business at {{licensee_address}}.

WHEREAS, Licensor has developed and owns certain Application Programming Interfaces ("API" or "APIs") that facilitate access to its services and data; and

WHEREAS, Licensee desires to obtain a license to use the Licensor's API(s) in connection with its own applications and services; and

WHEREAS, Licensor is willing to grant such a license to Licensee subject to the terms and conditions set forth herein.

Grant of License

Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the API(s) solely for the purpose of developing, implementing, and operating applications that interact with Licensor's services and data (the "Permitted Purpose").

Licensee acknowledges and agrees that this Agreement does not transfer any right, title, or interest in the API(s) or any intellectual property rights related thereto, other than the limited license expressly granted herein.

API Usage and Restrictions

Licensee agrees to use the API(s) strictly in accordance with Licensor's API documentation, usage policies, and any applicable laws and regulations.

Licensee shall not:

a. Use the API(s) for any purpose other than the Permitted Purpose.

b. Exceed any API call limits, rate limits, or other usage restrictions specified by Licensor.

c. Modify, adapt, translate, reverse engineer, decompile, disassemble, or derive source code from the API(s).

d. Use the API(s) to create a product or service that competes with Licensor's products or services.

e. Sell, lease, rent, sublicense, or otherwise transfer access to the API(s) to any third party.

f. Use the API(s) to store, transmit, or process any infringing, libelous, or otherwise unlawful or tortious material, or to store, transmit, or process material in violation of third-party privacy rights.

g. Use the API(s) to introduce viruses, worms, or other malicious code.

Data Handling and Privacy

Licensee agrees to comply with all applicable data protection and privacy laws and regulations in its use of the API(s) and any data obtained through the API(s).

Licensee shall implement appropriate technical and organizational measures to protect any data accessed or processed through the API(s) against unauthorized access, disclosure, alteration, or destruction.

Licensor may collect and use data related to Licensee's use of the API(s) for purposes of improving its services, monitoring compliance with this Agreement, and general analytics, in accordance with Licensor's Privacy Policy, available at {{privacy_policy_url}}.

Intellectual Property

Licensee acknowledges that all intellectual property rights in and to the API(s), including but not limited to copyrights, patents, trademarks, and trade secrets, are and shall remain the exclusive property of Licensor.

Licensee shall not remove, alter, or obscure any proprietary notices or marks on the API(s) or any related documentation.

Disclaimer of Warranties

THE API(s) ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Licensor does not warrant that the API(s) will be uninterrupted, error-free, or completely secure.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE API(s), EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Licensor's total liability to Licensee for any and all claims arising out of or in connection with this Agreement shall not exceed the amount of {{liability_limit_currency}} {{liability_limit_amount}}.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until terminated as provided herein.

Either party may terminate this Agreement for convenience by providing {{notice_period}} days' written notice to the other party.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within {{cure_period}} days after receiving written notice thereof.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of {{country_of_governing_law}}.

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the rules of the {{arbitration_institution}}.

The place of arbitration shall be {{arbitration_city}}, {{arbitration_country}}.

General Provisions

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

Any amendments to this Agreement must be in writing and signed by both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

Signature Block

IN WITNESS WHEREOF, the parties have executed this API License Agreement as of the date first written above.

LICENSOR:

_____________________________

By: {{licensor_signatory_name}}

Title: {{licensor_signatory_title}}

LICENSEE:

_____________________________

By: {{licensee_signatory_name}}

Title: {{licensee_signatory_title}}