API access and licence agreement template

API Access and Licence Agreement

Parties: Provider · Licensee

1. Purpose

This agreement sets out the terms on which the Provider gives the Licensee access to its application programming interface (the API) and permission to use it in the Licensee’s own applications. The Licensee uses the API for its own business or project.

2. The API and its documentation

API: [[Name of the API and its version]]

Documentation: [[Address of the documentation]]

The Provider makes the API available over the internet as its documentation describes, and the documentation forms part of this agreement. If the documentation and this agreement conflict, this agreement prevails.

The Provider states in the documentation what each part of the API does and the formats and limits that apply.

3. Licence

The Provider grants the Licensee a limited, non-exclusive, non-transferable and revocable licence, for the term of this agreement, to call the API and to use the data and results it returns in the Licensee’s own applications for the purpose stated here: [[Purpose of use, e.g. showing order status inside the Licensee’s app]]

The Licensee may not sublicense the API, resell access to it, or offer the API itself, or a service that is mainly a copy of it, to others, unless the Provider agrees in writing or in electronic form. Rights that are not granted here stay with the Provider.

4. Access keys and credentials

The Provider issues the Licensee access keys or other credentials. They are personal to the Licensee and confidential. The Licensee keeps them secure, does not put them in public code or share them, uses a separate key for each application where the Provider offers this, and tells the Provider without delay if it suspects that a key has been exposed.

The Provider may disable a key that is exposed or misused and issue a new one. The Licensee is responsible for what is done with its keys until it has told the Provider that they were lost or exposed.

5. Rate limits and quotas

The Licensee’s use of the API is limited to [[1000]] requests per hour and [[100000]] requests per month, and to the limits stated in the documentation. Requests above a limit may be refused or delayed and, where the price schedule provides for it, are charged at the rates in the schedule.

The Licensee designs its application to handle responses about limits properly, for example by waiting and trying again instead of repeating requests at once.

Where needed to protect the API and its other users, the Provider may set higher or lower limits for a key. It announces a reduction at least [[30]] days in advance unless it is urgently needed for security.

6. Acceptable use

The Licensee uses the API lawfully and in line with the documentation. It does not misuse the API: it does not overload it, get around limits or access controls, collect data beyond what the API is meant to deliver, test its security without the Provider’s written permission, copy or reverse-engineer it except where the law allows this despite this clause, or use it to send unlawful, harmful or deceptive content or to harm people or systems.

The Licensee follows the Provider’s reasonable instructions on showing the Provider’s name or marks. Attribution: [[none / attribution required, e.g. “Powered by …”]]

7. The Licensee’s application and its users

The Licensee is responsible for its application, for its users and for the content and data it sends through the API. It has the right to send that data and, as far as the law that applies requires, tells its users clearly how their data is used, including that it is sent to the Provider through the API.

The Licensee does not let its application look as if the Provider approved or endorsed it, unless the Provider agrees.

Where the API processes personal data for the Licensee, the parties sign a data processing agreement if the law that applies requires one.

8. Fees and billing

The fees for the API, if any, are shown in the price schedule of this contract and are paid on the payment terms stated in it. Where the schedule shows no fee, access is free of charge within the limits of this agreement.

Fees that depend on use are based on the number of requests the Provider measures. The Licensee may check it against its own logs, and the parties settle any difference in good faith.

The Provider may change the fees for a later period by notifying the Licensee at least [[60]] days in advance; the Licensee may end the agreement before the change takes effect. Where taxes apply, they are added to the fees. Fees for a period already started are not refunded except where this agreement says so.

9. Availability, support and changes

The Provider aims to keep the API available [[99.5]]% of the time per calendar month, excluding announced maintenance and events beyond its reasonable control. This target is what the Provider works towards, not a promise of uninterrupted access. Support: through [[support channel]] on [[business days]].

The Provider may improve and change the API. It announces a change that would break existing, correctly written use of the API (a breaking change) at least [[90]] days in advance and, where practicable, keeps the previous version available during that time. Other changes, such as new features or fixes, may be made without notice.

The Provider may withdraw a version or the API after at least [[90]] days’ notice; if it withdraws the API as a whole, it refunds the fees paid for the period after the withdrawal.

10. Intellectual property and feedback

The API, its documentation, software and all improvements remain the property of the Provider and its licensors. The Licensee’s applications, data and trade marks remain the Licensee’s.

Data the Licensee sends through the API stays the Licensee’s, and the Provider uses it only to provide the API and as this agreement allows. Data that belongs to third parties and that the API returns is used only as the documentation or this agreement permits.

Feedback and suggestions that the Licensee gives about the API may be used by the Provider without a duty to pay or to name the Licensee.

11. Confidentiality

Each party keeps the other party’s non-public information confidential, including access keys, non-public documentation and, for the Provider, the Licensee’s non-public data, uses it only for this agreement and protects it with at least reasonable care, during the agreement and for [[3]] years after it ends. Information that is public, already lawfully known, independently developed or that must be disclosed by law is excluded.

12. Monitoring and suspension

The Provider may monitor the use of the API, including request volumes and error rates, to run the API, protect its security and check that this agreement is kept.

The Provider may suspend or limit access, in whole or in part, if the Licensee breaches the rules of use, if a payment is more than [[14]] days late, if the use threatens the security or stability of the API or of other users, or if the law or an authority requires it. Except in an emergency, the Provider warns the Licensee first and gives it a reasonable time to put things right. Access is restored once the cause has been removed.

13. Warranty and liability

The Provider provides the API with reasonable care and skill; it does not warrant that the API is free of all errors, uninterrupted or fit for a purpose this agreement does not state.

Except for intent, gross negligence, personal injury, breach of confidentiality or where the law does not allow a limitation, each party’s total liability under this agreement is limited to the fees paid or payable under it in the [[12]] months before the claim, and neither party is liable for lost profits, for lost data the Licensee could have backed up, or for indirect damage.

Where the API is free of charge, the Provider is liable only for intent, gross negligence and personal injury, and beyond that as far as the law requires.

14. Term and termination

This agreement starts on the effective date and runs for [[12]] months. It renews for further periods of the same length unless either party gives notice in writing or in electronic form at least [[30]] days before the end of a period.

Either party may end it by notice with immediate effect if the other party seriously breaches it and does not remedy the breach within [[14]] days of being asked to, or if the breach cannot be remedied.

When the agreement ends, the Licensee stops calling the API and deletes the keys and any copies of non-public documentation, and the Provider disables the keys. The Licensee may keep data it received through the API for its own use as far as the documentation permits; data that the documentation does not allow to be stored is deleted. Fees already paid for the period after the end are refunded only if the Provider ended the agreement without the Licensee being in breach.

15. Notices and entire agreement

Notices under this agreement are given in writing or by email to the addresses stated for the parties, or to another address a party has notified.

This contract, including its price schedule, is the entire agreement between the parties on its subject. Amendments are valid only if both parties agree to them in writing or in electronic form.

16. Governing law and disputes

This agreement is governed by the law stated under Governing law. The parties will first try to settle any dispute in good faith. Otherwise the courts stated under Jurisdiction decide, unless mandatory law provides otherwise.

Payment terms

Fees, if the price schedule shows any: usage fees [[monthly]] in arrears and fixed fees in advance, within [[14]] days of receiving the invoice, by bank transfer to the account stated on the invoice.

Governing law

[[Country or state whose law applies]]

Jurisdiction

[[Courts that decide disputes, e.g. the courts of your city]]