API LICENSE AGREEMENT

This API License Agreement (“Agreement”) is entered into by and between LicensorNameLicensor NameLicensorName (“Licensor”) and LicenseeNameLicensee NameLicenseeName (“Licensee”), effective as of EffectiveDateEffective DateEffectiveDate.

By accessing or using the Licensor’s Application Programming Interface (“API”), Licensee agrees to the following terms:

1. Definitions

• “API” means the application programming interface, documentation, and related tools provided by Licensor.

• “Licensed Use” means the permitted use described in this Agreement.

• “Licensee Application” means Licensee’s product, software, or service integrating the API.

2. Grant of License

Licensor grants Licensee a limited, non-exclusive, non-transferable, revocable license to access and use the API solely for the Licensed Use and subject to all restrictions herein.

3. Permitted Use

Licensee may:

• integrate the API into Licensee Applications;

• use API results internally or as part of authorized services;

• display data or functionality derived from the API in compliance with Licensor’s branding or attribution guidelines.

4. Restrictions

Licensee shall not:

• sublicense, sell, or distribute the API;

• reverse engineer, decompile, or attempt to derive source code;

• exceed rate limits or usage quotas;

• use the API to build a competing service;

• engage in unlawful, harmful, or abusive use.

5. Ownership and Intellectual Property

The API and all associated intellectual property remain the exclusive property of Licensor. No rights are granted except those expressly set forth in this Agreement.

6. Fees and Payment (if applicable)

If access to the API is fee-based, Licensee shall pay according to Licensor’s published pricing or separate order forms. Late payments may result in suspension or termination.

7. Support and Service Levels

Licensor may provide documentation, developer support, or uptime commitments as specified in a Service Level Agreement (if any). Absent a written SLA, Licensor provides the API “as available.”

8. Disclaimer of Warranties

The API is provided “as is.” Licensor disclaims all warranties, including merchantability, fitness for a particular purpose, and non-infringement.

9. Limitation of Liability

Licensor’s liability shall not exceed the total fees paid by Licensee in the preceding XXX months. Licensor is not liable for indirect, incidental, or consequential damages.

10. Data Use and Privacy

Licensee must comply with all data protection laws. If Licensee Applications collect personal data, Licensee is responsible for proper disclosures, consent, and safeguards.

11. Confidentiality

Licensee agrees to maintain the confidentiality of non-public information regarding the API, system architecture, or usage policies.

12. Term and Termination

• Termination by Licensor: Licensor may suspend or terminate access immediately upon breach.

• Termination by Licensee: Licensee may terminate by discontinuing use and providing notice.

• Upon termination, Licensee must cease all use of the API and delete related materials.

13. Governing Law

This Agreement shall be governed by and construed under the laws of JurisdictionJurisdictionJurisdiction, without regard to conflicts of law.

14. Entire Agreement

This Agreement constitutes the complete agreement between the parties with respect to the API, superseding all prior understandings.

15. Signatures

Licensor
Signature: ________________________
Name/Title: ________________________
Date: ____________________________

Licensee
Signature: ________________________
Name/Title: ________________________
Date: ____________________________

16. Optional Addenda

• Addendum A: Service Level Agreement (uptime, response times)

• Addendum B: Branding and Attribution Guidelines

• Addendum C: Data Processing Agreement (if handling personal data under GDPR/CCPA)

17. Checklist (for Licensor)

• ☐ Defined API scope and limits

• ☐ Included fee/payment schedule (if relevant)

• ☐ Attached SLA (if offered)

• ☐ Attached Data Processing Addendum (if required)

• ☐ Executed by both parties