API LICENSE AGREEMENT
THIS API LICENSE AGREEMENT ("Agreement") is made and entered into as of [Date] ("Effective Date"),
BETWEEN:
[Licensor Name], a [State] [corporation/LLC], with its principal place of business at [Address] ("Licensor"),
AND:
[Licensee Name], a [State] [corporation/LLC], with its principal place of business at [Address] ("Licensee").
WHEREAS, Licensor owns and operates certain Application Programming Interfaces ("APIs"); and WHEREAS, Licensee desires to access and use such APIs subject to the terms herein;
NOW, THEREFORE, the Parties agree as follows:
1. DEFINITIONS
1.1 "API" means the application programming interface(s) described in Exhibit A, including all endpoints, documentation, SDKs, and related tools provided by Licensor.
1.2 "API Key" means the unique authentication credentials issued by Licensor to Licensee for accessing the API.
1.3 "API Call" means a single request made by Licensee's application to the API.
1.4 "Rate Limit" means the maximum number of API Calls permitted within a specified time period as set forth in the applicable Service Tier.
1.5 "Service Tier" means the level of API access selected by Licensee, as described in Exhibit B.
1.6 "Licensee Application" means the software application(s) developed by Licensee that integrate with the API.
1.7 "Output Data" means any data returned by the API in response to API Calls.
2. LICENSE GRANT
2.1 Grant. Subject to the terms of this Agreement, Licensor grants Licensee a non-exclusive, non-transferable, revocable license to access and use the API solely for the purpose of integrating the API with the Licensee Application.
2.2 Restrictions. Licensee shall not: (a) sublicense, sell, or otherwise transfer access to the API; (b) reverse engineer, decompile, or disassemble any part of the API; (c) use the API to build a competing product or service; (d) exceed the Rate Limits for the applicable Service Tier; (e) use the API in any manner that violates applicable laws; (f) attempt to circumvent any security measures or access controls; (g) scrape, cache, or store API data beyond the permitted retention period.
2.3 API Key Security. Licensee shall keep all API Keys confidential and shall not share them with unauthorized third parties. Licensee is responsible for all activity under its API Keys.
3. SERVICE LEVELS AND RATE LIMITS
3.1 Availability. Licensor shall use commercially reasonable efforts to maintain API availability of [99.5/99.9]% uptime per calendar month, excluding scheduled maintenance.
3.2 Rate Limits. Licensee's API usage is subject to the following limits based on the selected Service Tier: (a) [Basic]: [1,000] API Calls per hour, [10,000] per day; (b) [Professional]: [10,000] API Calls per hour, [100,000] per day; (c) [Enterprise]: Custom limits as agreed in writing.
3.3 Throttling. If Licensee exceeds the applicable Rate Limit, Licensor may throttle or temporarily suspend API access. Licensor shall provide reasonable notice before permanent suspension.
3.4 Scheduled Maintenance. Licensor shall provide at least [48/72] hours advance notice for scheduled maintenance, which shall be performed during off-peak hours when possible.
3.5 Service Credits. If monthly uptime falls below the committed level, Licensee shall receive service credits as follows: (a) 99.0%-99.5%: [5]% credit; (b) 95.0%-99.0%: [10]% credit; (c) below 95.0%: [25]% credit. Credits shall be applied to the next billing cycle.
4. DATA OWNERSHIP AND PRIVACY
4.1 Licensee Data. Licensee retains all right, title, and interest in data submitted to the API ("Input Data"). Licensor shall use Input Data solely to provide the API services.
4.2 Output Data. Unless otherwise specified in Exhibit A, Licensee shall have a license to use Output Data in connection with the Licensee Application, subject to any attribution requirements.
4.3 Aggregated Data. Licensor may collect and use anonymized, aggregated usage data for improving the API, provided such data cannot identify Licensee or its users.
4.4 Data Privacy. Each Party shall comply with all applicable data protection laws (including GDPR and CCPA) with respect to any personal data processed through the API. Licensee shall not transmit personal data through the API without appropriate legal basis and data processing agreements.
4.5 Data Retention. Licensee may cache API responses for a maximum of [24 hours/7 days] unless otherwise authorized in writing. Upon termination, Licensee shall delete all cached API data within [30] days.
5. API CHANGES AND DEPRECATION
5.1 Versioning. Licensor shall maintain at least [two] major versions of the API concurrently. Each version shall be identified by a version number.
5.2 Deprecation Notice. Licensor shall provide at least [6/12] months written notice before deprecating any API version or removing any endpoint.
5.3 Breaking Changes. Breaking changes shall only be introduced in new major versions. Minor versions shall maintain backward compatibility.
5.4 Migration Support. Licensor shall provide migration guides and reasonable technical support to assist Licensee in transitioning to new API versions.
6. FEES AND PAYMENT
6.1 Fees. Licensee shall pay fees in accordance with the pricing schedule set forth in Exhibit B. Fees are due [monthly/annually] in advance.
6.2 Overage Charges. API Calls exceeding the Service Tier limits shall be billed at $[Amount] per [1,000] additional API Calls.
6.3 Payment Terms. All invoices are due within [30] days of receipt. Late payments shall accrue interest at [1.5]% per month.
6.4 Fee Changes. Licensor may modify fees upon [60] days written notice, effective at the start of the next billing cycle.
7. INTELLECTUAL PROPERTY
7.1 Licensor retains all right, title, and interest in the API, including all patents, copyrights, trade secrets, and other intellectual property rights.
7.2 Licensee retains all rights in the Licensee Application, excluding any Licensor components.
8. TERM AND TERMINATION
8.1 Term. This Agreement commences on the Effective Date and continues for [1 year/the subscription period], automatically renewing for successive [1-year] periods unless either Party provides [30] days written notice of non-renewal.
8.2 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision and fails to cure within [30] days of written notice.
8.3 Effect of Termination. Upon termination: (a) all licenses granted herein shall immediately terminate; (b) Licensee shall cease all use of the API; (c) Licensee shall delete all API Keys and cached data; (d) all accrued payment obligations shall survive.
9. LIMITATION OF LIABILITY
9.1 NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT.
9.2 LICENSOR'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID BY LICENSEE IN THE [12] MONTHS PRECEDING THE CLAIM.
10. GOVERNING LAW
10.1 This Agreement shall be governed by and construed in accordance with the laws of the State of [State/Jurisdiction], without regard to its conflict of law provisions.
10.2 Any disputes arising under or in connection with this Agreement shall be resolved in the courts of [County/City], [State], and each Party consents to the exclusive jurisdiction thereof.
11. SEVERABILITY
11.1 If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
11.2 Any invalid provision shall be modified to the minimum extent necessary to make it valid while preserving the Parties' original intent.
12. ENTIRE AGREEMENT
12.1 This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.
12.2 No amendment or modification of this Agreement shall be valid unless made in writing and signed by both Parties.
13. NOTICES
13.1 All notices required under this Agreement shall be in writing and delivered by: (a) personal delivery; (b) certified mail, return receipt requested; or (c) nationally recognized overnight courier, addressed to the respective Party at the address set forth above.
13.2 Notices shall be deemed received upon: (a) personal delivery; (b) three (3) business days after mailing; or (c) one (1) business day after deposit with overnight courier.
14. FORCE MAJEURE
14.1 Neither Party shall be liable for failure to perform its obligations if such failure results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, or failures of third-party telecommunications or power supply.
DISCLAIMER: This template is provided for informational purposes only and does not constitute legal advice. Parties should consult with qualified legal counsel before executing this agreement.
SIGNATURES
[PARTY A / FIRST PARTY]:
Signature: _________________________
Name: [Full Name]
Title: [Title]
Date: __________
[PARTY B / SECOND PARTY]:
Signature: _________________________
Name: [Full Name]
Title: [Title]
Date: __________
