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Juro - API License Agreement (Jan, 101)

This document is an API License Agreement between a Licensor and a Licensee, outlining the terms for the use of proprietary APIs. It includes sections on definitions, license grant, fees, intellectual property, support, confidentiality, and liability limitations. The agreement emphasizes that the APIs are provided 'as is' and that the Licensee assumes all risks associated with their use.

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Naveen Srivatsa
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© © All Rights Reserved
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20 views4 pages

Juro - API License Agreement (Jan, 101)

This document is an API License Agreement between a Licensor and a Licensee, outlining the terms for the use of proprietary APIs. It includes sections on definitions, license grant, fees, intellectual property, support, confidentiality, and liability limitations. The agreement emphasizes that the APIs are provided 'as is' and that the Licensee assumes all risks associated with their use.

Uploaded by

Naveen Srivatsa
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
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API License Agreement


THIS API LICENSE AGREEMENT ("Agreement") is made as of the ____ day of _____, _ (the "Effective Date")
by and between _______________ a corporation duly organized and existing under the laws of
____________________ (the "Licensor"), and _____________________, a corporation duly organized and existing
under the laws of ____________________ (the "Licensee").

WHEREAS, the Licensor is the owner or licensor of certain proprietary software application
programming interfaces (APIs) as defined below;

WHEREAS, the Licensee desires to license the APIs to develop, market, and distribute certain software
products;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as
follows:

1. Definitions
1.1 "APIs" means the following application programming interfaces developed and provided by the
Licensor: [Insert a clear and comprehensive description of the APIs here.]

2. Grant of License
2.1 Subject to the terms and conditions of this Agreement, Licensor grants Licensee a non-exclusive,
non-transferable, revocable right to access and use the APIs, solely to develop, test, and support any
software applications, services, or products and distribute such applications to end users.

3. Use of Vendor Interface


3.1 Licensee shall use the vendor interface provided by Licensor solely for the purpose of accessing the
APIs, shall comply with all instructions and guidelines provided by Licensor, and shall not use the
vendor interface for any other purpose without Licensor's prior written consent.

4. Fees and Costs


4.1 Licensee shall pay Licensor the following fees ("Fees"): [Insert a detailed description of the fees and
payment terms here.]
4.2 All Fees are due within 30 days of invoice, are non-refundable and are exclusive of taxes, levies,
duties, or similar governmental assessments, all of which shall be for Licensee’s account.

5. Intellectual Property
5.1 Licensor retains all rights, title, and interest in and to the APIs, including all related intellectual
property rights. Licensee agrees to take such actions including any legal proceedings, as Licensor may
reasonably request to perfect Licensor’s rights to the APIs.

6. Support
6.1 Licensor shall provide technical support for the APIs to Licensee as follows: [Insert a detailed
description of the support terms here.]

6.2 Licensee shall provide all necessary assistance to Licensor in order to resolve any problems with the
APIs, including, but not limited to, providing necessary data and performing troubleshooting
procedures.

7. Non-Exclusive Relationship
7.1 This Agreement is a non-exclusive arrangement. Nothing in this Agreement prevents Licensor from
entering into similar agreements with others or from independently developing, using, selling, or
licensing documentation, products, and/or services that are similar to or compete with those offered by
Licensee.

8. Confidentiality
8.1 Each party agrees to retain in confidence all non-public information and know-how disclosed
pursuant to this Agreement that is either designated as proprietary and/or confidential, or by the
nature of the circumstances surrounding the disclosure, should in good faith be treated as proprietary
and/or confidential.

9. Termination Obligations
9.1 Upon termination of this Agreement, Licensee shall immediately cease use of, and destroy, all
copies of the APIs, and shall certify to Licensor that such actions have occurred. Licensee shall also
immediately cease all use of any Licensor trademarks and will not thereafter use any similar
trademarks.

10. Disclaimer of Warranties


10.1 The APIs are provided "AS IS" and "AS AVAILABLE" without warranty of any kind. Licensor disclaims
all warranties, either express or implied, including, but not limited to, implied warranties of
merchantability, fitness for a particular purpose, title, and non-infringement.

11. Limitation of Liability


11.1 Neither party will be liable for any indirect, punitive, special, exemplary, incidental, consequential,
or other damages of any type or kind (including loss of data, revenue, profits, use, or other economic
advantage) arising out of, or in any way connected with the APIs, including but not limited to the use or
inability to use the APIs, or for any content obtained from or through the APIs, any interruption,
inaccuracy, error, or omission, regardless of cause, even if the party from which damages are being
sought has been previously advised of the possibility of such damages.

12. Indemnification
12.1 Licensee agrees to indemnify and hold harmless Licensor and its officers, directors, agents,
employees, and suppliers from and against any and all claims, proceedings, damages, injuries,
liabilities, losses, costs, and expenses (including reasonable attorneys’ fees), relating to any acts by
Licensee or its agents, officers, directors, or employees in using the APIs, leading to claims against
Licensor by any third party, except to the extent such claims directly resulted from Licensor's gross
negligence or willful misconduct.

13. Notices
13.1 All notices under this Agreement shall be in writing, and shall be deemed given when personally
delivered, when sent by confirmed facsimile, or three days after being sent by prepaid certified or
registered U.S. mail to the address of the party to be noticed as set forth herein or such other address
as such party last provided to the other by written notice.

14. Severability
14.1 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions
of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

15. Governing Law


15.1 This Agreement shall be governed by and construed in accordance with the laws of [insert
jurisdiction'] without regard to its conflict of laws principles.

16. Complete Understanding


16.1 This Agreement constitutes the sole and entire agreement between Licensee and Licensor with
respect to the subject matter hereof and supersedes all prior discussions, negotiations, and
agreement, whether oral or written.

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

Juro Online Limited API license agreement template

x x

Signatory: [empty member name] Signatory: [empty member name]

Email of signatory: [empty member email] Email of signatory: [empty member email]

Timestamp: [empty signing timestamp] Timestamp: [empty signing timestamp]

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