In this Agreement, unless the context otherwise requires, the following terms shall have the meanings ascribed to them below.

"API" shall mean the application programming interface or interfaces made available by the Provider, including without limitation all endpoints, software development kits, libraries, sample code, specifications, protocols, data schemas, authentication mechanisms, and any related tools, together with any updates, modifications, enhancements, bug fixes, successor versions, or derivative works thereof made available by the Provider from time to time, whether in beta, preview, or generally available form.

"API Key" or "Credentials" shall mean any unique identifier, token, secret, certificate, password, or other authentication credential issued by the Provider to the User, or generated by the User through the Provider's developer portal, for the purpose of authenticating and authorizing calls made to the API.

"Documentation" shall mean the technical, operational, and usage documentation, developer guides, reference materials, policies, and specifications relating to the API, as made available by the Provider through its developer portal, website, or other designated channels, as updated by the Provider from time to time.

"User Application" shall mean any software application, website, product, service, system, or other offering developed, operated, or distributed by or on behalf of the User that accesses, integrates with, calls, or otherwise uses the API.

"Provider Data" shall mean any and all data, content, information, output, results, metadata, records, media, or other materials made accessible to or retrieved by the User through the API, together with any derivatives thereof.

"User Data" shall mean any data, content, or information submitted, transmitted, uploaded, or otherwise provided by the User or by end users of the User Application to the API or to the Provider in connection with the User's use of the API.

In this Agreement, (i) headings are for convenience only and shall not affect interpretation; (ii) references to the singular include the plural and vice versa; (iii) the words "include," "including," and "such as" shall be construed as if followed by the words "without limitation"; and (iv) references to any statute, regulation, or policy shall include any amendments, replacements, or successor instruments thereto.

Subject to the User's continuing compliance with the terms and conditions of this Agreement, including without limitation the timely payment of all applicable Fees, the Provider hereby grants to the User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the Term, to access and use the API, together with the Documentation, solely for the purpose of developing, testing, operating, and distributing the User Application and for such other purposes expressly permitted in the Documentation.

The license granted hereunder authorizes the User to make calls to the API and to retrieve and use Provider Data solely as reasonably necessary to provide the functionality of the User Application to its authorized end users, and only in the manner and to the extent described in the Documentation and this Agreement.

The scope of API access, including the specific endpoints, service tiers, features, and permitted volumes available to the User, shall be as set forth in the Provider's then-current Documentation and the subscription plan selected by the User (the "Subscription Plan"), the specifics of which are set forth at [Plan Reference / Developer Portal URL].

The User may access and use the API only through officially supported and authorized means, including by making calls directly to the published endpoints using supported protocols. The User shall not access the API, or attempt to access any Provider systems, through any unauthorized channel, interface, or methodology.

The Provider reserves all rights not expressly granted to the User under this Agreement. No license, right, or interest in or to any trademark, trade name, service mark, logo, patent, copyright, trade secret, or other intellectual property of the Provider is granted hereunder other than as expressly provided herein.

The User acknowledges that certain features, endpoints, or capabilities of the API may be designated by the Provider as "beta," "preview," "experimental," or similar, and are provided on a strictly "as is" basis, without any warranty whatsoever, and may be modified, suspended, or discontinued by the Provider at any time without notice or liability.

The User may permit its employees, contractors, and agents to use the API on its behalf, provided that the User remains fully responsible and liable for all acts and omissions of such persons as if they were acts or omissions of the User itself.

Upon registration and acceptance of these Terms, and subject to the Provider's approval processes, the Provider shall issue, or enable the User to generate, one or more API Keys for use in authenticating calls to the API. Each API Key is personal to the User and may not be shared, resold, transferred, assigned, sublicensed, or otherwise distributed to any third party, except to the User's authorized personnel and contractors acting on the User's behalf and under its direction and control.

The User shall be solely responsible for maintaining the security, confidentiality, and integrity of all API Keys and Credentials issued to or generated by it, and shall implement commercially reasonable administrative, technical, physical, and organizational safeguards to prevent unauthorized access, disclosure, loss, theft, or use thereof.

The User shall be fully and solely responsible for all activity, calls, requests, transactions, charges, and Fees occurring under or associated with its API Keys, whether or not such activity was authorized by the User, except to the extent such unauthorized activity results directly from the Provider's gross negligence or willful misconduct.

The User shall promptly, and in any event within forty-eight (48) hours of discovery, notify the Provider in writing of any actual or reasonably suspected unauthorized access to, loss or theft of, or compromise or misuse of any API Key or Credential, or of any other breach of security relating to the User's use of the API.

The Provider reserves the right, in its sole discretion, to revoke, rotate, regenerate, invalidate, or require the replacement of any API Key or Credential at any time where it reasonably believes such action is necessary to protect the security, integrity, or availability of the API, the Provider's systems, or the data of any user thereof.

The User shall not attempt to probe, scan, penetrate, reverse engineer, circumvent, or otherwise test the vulnerability of the API, the Provider's systems, or any authentication or security mechanism thereof, except pursuant to a written authorized testing agreement separately executed between the Parties.

The User shall employ industry-standard encryption, including Transport Layer Security (TLS) at the then-current recommended version, for all transmissions of data to and from the API, and shall not store API Keys in plaintext in any publicly accessible location, including public code repositories, client-side code, or shared storage.

The User's access to and use of the API shall be subject to the rate limits, quotas, call volumes, concurrency restrictions, payload size limitations, and other technical limitations specified in the Documentation or in the applicable Subscription Plan, as the same may be updated by the Provider from time to time (collectively, the "Usage Limits").

The Provider may enforce the Usage Limits through technical means, including by throttling, delaying, queuing, or rejecting requests that exceed the applicable limits, or by returning appropriate error responses, and may do so without prior notice to the User.

The User shall not take any action designed to circumvent, defeat, or avoid the Usage Limits, including without limitation by using multiple API Keys or accounts, by registering under false or misleading identities, by distributing requests across multiple sources, or by any other artifice or device intended to disaggregate or disguise its usage.

Even where the User's usage falls within the Usage Limits, the User shall at all times use the API in a reasonable and good-faith manner that does not impose an undue, excessive, or disproportionate burden on the Provider's infrastructure, servers, bandwidth, or other resources, or that would reasonably be considered inconsistent with normal and intended usage of the API (the "Fair Use Principle").

The User shall implement in the User Application appropriate caching, backoff, retry logic (including exponential backoff), and error handling in accordance with the best practices described in the Documentation, so as to minimize unnecessary load on the API and to gracefully handle transient errors, rate limit responses, and service unavailability.

The Provider may, in its sole and reasonable discretion, modify the Usage Limits applicable to the User's Subscription Plan, provided that any materially adverse modification shall be subject to not less than thirty (30) days' prior written notice (which may be given by email or through the developer portal), except where immediate modification is required to address a security, legal, or operational issue.

If the User reasonably anticipates that its usage will materially exceed the applicable Usage Limits, the User shall contact the Provider in advance to discuss an upgraded Subscription Plan or custom arrangements, and any additional fees applicable thereto.

The User shall not, and shall not permit, encourage, authorize, or enable any third party to, use the API or any Provider Data: (i) in violation of any applicable law, regulation, order, or governmental or regulatory requirement, whether of the User's jurisdiction, the Provider's jurisdiction, or any other jurisdiction in which the User Application is made available; (ii) in violation of any third-party rights, including intellectual property, privacy, publicity, or contractual rights; or (iii) in any manner inconsistent with this Agreement or the Documentation.

The User shall not use the API to develop, train, benchmark, or improve any product, service, software, model, dataset, or offering that is substantially similar to, competitive with, or intended as a substitute for the API or the Provider's other products and services.

The User shall not reverse engineer, decompile, disassemble, translate, or otherwise attempt to derive the source code, underlying ideas, algorithms, structure, or organization of the API or the Provider's systems, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction.

The User shall not use the API to transmit, store, process, or make available any content or data that is unlawful, defamatory, obscene, harassing, infringing, fraudulent, deceptive, discriminatory, threatening, or otherwise objectionable, or that contains viruses, worms, trojan horses, malware, or other harmful code.

The User shall not use the API to engage in or facilitate scraping, harvesting, data mining, or bulk extraction of Provider Data, except as expressly authorized through the API's designated endpoints and within the Usage Limits, nor shall the User create or maintain a database or repository of Provider Data that is competitive with, or a substitute for, direct use of the API.

The User shall not resell, rent, lease, lend, sublicense, or otherwise commercially exploit access to the API itself as a standalone offering, nor shall the User provide API access as a service to third parties, except to the extent expressly permitted under a separately executed reseller or partner agreement with the Provider.

The User shall not use the API in connection with any application, product, or service relating to high-risk activities where failure or inaccuracy could reasonably be expected to lead to death, personal injury, or severe environmental, property, or financial damage, including nuclear facilities, aircraft navigation, life-support systems, or weapons systems, without the Provider's express prior written consent.

The User shall not misrepresent the source, nature, or origin of the User Application, nor imply any endorsement, sponsorship, affiliation, or partnership with the Provider that does not in fact exist.

Attribution to the Provider in connection with the User Application is optional and not a mandatory requirement under this Agreement. The User is encouraged, but not obligated, to acknowledge the Provider's role in powering the relevant features of the User Application through a reasonable attribution notice such as "Powered by [Provider Name]" or similar language.

Where the User elects to display attribution or to use the Provider's name, trademarks, service marks, logos, or other branding elements (collectively, the "Provider Marks"), the User shall do so only in accordance with the Provider's then-current brand guidelines made available at [Brand Guidelines URL], and shall not modify, distort, or alter the Provider Marks in any manner.

Any use of the Provider Marks by the User shall inure solely to the benefit of the Provider, and the User acquires no right, title, or interest in or to the Provider Marks by reason of such use. Upon termination or expiration of this Agreement, the User shall promptly cease all use of the Provider Marks.

The User shall not use the Provider Marks in any manner that is misleading, disparaging, or that would reasonably suggest endorsement, sponsorship, certification, or affiliation by or with the Provider beyond what is accurately reflected in the User's actual use of the API.

The Provider shall not use the User's name, trademarks, or logos in any public marketing, promotional, or customer reference materials without the User's prior written consent, except that the Provider may identify the User as a customer in internal customer lists and in verbal communications made in the ordinary course of business.

The User shall not register, apply for, or use any domain name, social media handle, trademark, trade name, or other identifier that incorporates, imitates, or is confusingly similar to any Provider Mark.

As between the Parties, all Provider Data accessed or retrieved by the User through the API is and shall remain the sole and exclusive property of the Provider or its licensors. The User is granted only a limited, non-exclusive, non-transferable, revocable license, during the Term, to use Provider Data solely as reasonably necessary to operate the User Application in accordance with this Agreement, and the User obtains no ownership rights of any kind in or to the Provider Data.

As between the Parties, all User Data submitted to the API shall remain the property of the User or its licensors. The User hereby grants to the Provider a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, and use the User Data solely to the extent necessary to provide, maintain, secure, improve, and support the API and to perform the Provider's obligations and exercise its rights under this Agreement.

Each Party shall comply with all data protection and privacy laws applicable to its respective activities under this Agreement. Where the Provider processes personal data on behalf of the User, the Parties shall enter into a separate data processing agreement in such form as may reasonably be required by applicable law.

The User represents and warrants that it has all necessary rights, consents, authorizations, and lawful bases to submit any User Data to the API and to permit the Provider's processing thereof as contemplated hereunder, and that such submission and processing will not violate any applicable law or third-party right.

Each Party (the "Receiving Party") shall hold in strict confidence all non-public information disclosed by the other Party (the "Disclosing Party") that is designated as confidential or that would reasonably be understood to be confidential given its nature or the circumstances of its disclosure ("Confidential Information"), including without limitation API Keys, non-public Documentation, pricing, roadmap information, and business terms.

The Receiving Party shall use Confidential Information solely for the purpose of exercising its rights and performing its obligations under this Agreement, and shall protect such Confidential Information using the same degree of care it uses to protect its own confidential information of like importance, but in no event less than a reasonable degree of care.

The confidentiality obligations hereunder shall not apply to information that: (i) is or becomes publicly known other than through breach of this Agreement; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

The Provider's handling of personal data is further described in its Privacy Policy, available at [Privacy Policy URL], which is incorporated herein by reference.

As between the Parties, the Provider and its licensors retain all right, title, and interest in and to the API, the Documentation, the Provider Data, the Provider Marks, the Provider's systems, infrastructure, and software, and all intellectual property rights embodied therein or associated therewith, including all patents, copyrights, trademarks, trade secrets, moral rights, and other proprietary rights, together with all improvements, modifications, enhancements, and derivative works thereof, whether created by the Provider, the User, or any third party.

As between the Parties, the User retains all right, title, and interest in and to the User Application (excluding the API, Provider Data, and other Provider materials incorporated therein) and in and to the User Data, subject to the licenses granted to the Provider hereunder.

The User hereby irrevocably assigns to the Provider all right, title, and interest in and to any suggestions, enhancement requests, feedback, recommendations, ideas, or other information provided by the User relating to the API ("Feedback"), and the Provider may use, exploit, and commercialize Feedback without restriction, attribution, or compensation.

The User shall not remove, alter, obscure, or deface any copyright, trademark, patent, or other proprietary rights notices appearing on or in the API, Documentation, or Provider Data.

Nothing in this Agreement shall be construed to transfer or assign to the User any ownership interest in the API, the Documentation, or the Provider Data, or in any copy, modification, enhancement, or derivative work thereof.

The restrictions set forth in this section and elsewhere in this Agreement shall survive termination or expiration of this Agreement to the fullest extent permitted by applicable law.

In consideration of access to and use of the API, the User shall pay to the Provider the fees applicable to its selected Subscription Plan, together with any usage-based, overage, or other charges set forth in the Provider's then-current pricing published at [Pricing URL] (collectively, the "Fees"), in accordance with the billing frequency specified for such Subscription Plan.

Unless otherwise stated in the applicable Subscription Plan, Fees are payable in advance for each billing period, and shall be charged automatically to the payment method designated by the User on or about each billing date. The User authorizes the Provider, or its designated payment processor, to charge all applicable Fees to such payment method.

All Fees are quoted in [Currency] and are non-refundable except as expressly set forth herein or as required by applicable law. No refunds or credits shall be issued for partial billing periods, unused capacity, or early termination by the User, except where termination is due to the Provider's uncured material breach as provided herein.

Any Fees not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid in full. The User shall also reimburse the Provider for all reasonable costs of collection, including reasonable attorneys' fees.

The Provider may suspend the User's access to the API, in whole or in part, upon written notice (which may be provided by email), if any undisputed Fees remain unpaid for more than fifteen (15) days after the due date, without prejudice to any other rights or remedies available to the Provider.

The Provider may modify its Fees and pricing structure upon not less than thirty (30) days' prior written notice to the User, with any such modification taking effect at the commencement of the next renewal billing period. The User's continued use of the API following the effective date of such modification shall constitute acceptance thereof.

All Fees are exclusive of all taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes (collectively, "Taxes"). The User shall be solely responsible for payment of all Taxes associated with its purchases hereunder, excluding only Taxes based on the Provider's net income, property, or employees.

If the User is required by applicable law to withhold any amount from payments due to the Provider, the User shall gross up such payments so that the Provider receives the full amount otherwise due.

The User shall promptly notify the Provider in writing of any dispute concerning an invoice within thirty (30) days of the invoice date, failing which the invoice shall be deemed accepted. The Parties shall endeavor to resolve any such dispute in good faith, and the User shall timely pay all undisputed amounts.

The Provider shall use commercially reasonable efforts to make the API available in accordance with the service levels, if any, set forth in the applicable Subscription Plan or at [SLA URL]. In the absence of a specific service level commitment, no uptime, availability, or performance guarantee is provided.

The User acknowledges that the API may be unavailable or impaired from time to time due to scheduled maintenance, emergency maintenance, upgrades, repairs, failures of telecommunications or network connections, acts of third parties, force majeure events, or other circumstances, whether or not within the Provider's reasonable control.

The Provider reserves the right, in its sole discretion and at any time, to modify, update, enhance, deprecate, or discontinue any feature, functionality, endpoint, version, or component of the API, or the API as a whole, in each case with such notice as is reasonable in the circumstances and as described below.

For material, backwards-incompatible changes to generally available API features that would reasonably be expected to adversely affect the User's existing integrations, the Provider shall use commercially reasonable efforts to provide not less than ninety (90) days' prior notice through the developer portal, email, or other appropriate channels, except where a shorter notice period is reasonably necessary to address security, legal, regulatory, or operational concerns.

The Provider may introduce new versions of the API from time to time and may deprecate prior versions in accordance with a reasonable deprecation schedule published in the Documentation. The User shall be responsible for migrating the User Application to supported API versions prior to the end of life of any deprecated version.

The Provider may discontinue the API, or any material portion thereof, in its entirety upon not less than one hundred eighty (180) days' prior written notice to paying Users, except in cases of discontinuation required by applicable law, regulatory order, security exigency, or where continued provision is not commercially practicable, in which case such notice as is reasonable in the circumstances shall be given. In the event of such discontinuation, the Provider shall refund any prepaid Fees applicable to periods after the effective date of discontinuation.

The Provider shall not be liable to the User or any third party for any modification, suspension, deprecation, or discontinuation of the API undertaken in accordance with this section, provided the Provider has complied with the applicable notice requirements.

Each Party represents and warrants to the other that: (i) it has full right, power, and authority to enter into and perform this Agreement; (ii) the execution and performance of this Agreement will not violate any other agreement to which it is a party or any applicable law; and (iii) this Agreement, when accepted, will constitute its legal, valid, and binding obligation, enforceable in accordance with its terms.

The User further represents and warrants that: (i) if entering into this Agreement on behalf of an entity, it has the authority to bind such entity; (ii) if an individual, it is at least the age of majority in its jurisdiction of residence and has the legal capacity to enter into binding contracts; and (iii) it is not located in, under the control of, or a national or resident of any country or on any list subject to applicable trade sanctions or export controls that would prohibit its use of the API.

The User represents and warrants that it shall use the API in compliance with all applicable laws and regulations, including without limitation those relating to data protection and privacy, consumer protection, intellectual property, export control, economic sanctions, anti-corruption, and electronic communications.

The User represents and warrants that it shall maintain, display within the User Application, and comply with a privacy policy and terms of use that are at least as protective of end user data and rights as the Provider's own policies and that accurately describe the User Application's collection, use, and disclosure of end user data.

The Provider represents and warrants that it shall provide the API in a professional and workmanlike manner, consistent with generally accepted industry standards for similar services.

Except for the express representations and warranties set forth in this section, neither Party makes any other representations or warranties, whether express, implied, statutory, or otherwise, all of which are expressly disclaimed to the fullest extent permitted by law.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE API, THE DOCUMENTATION, THE PROVIDER DATA, AND ALL RELATED MATERIALS AND SERVICES ARE PROVIDED BY THE PROVIDER ON A STRICTLY "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT ANY WARRANTY OF ANY KIND.

THE PROVIDER AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, OR SYSTEM INTEGRATION, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

THE PROVIDER DOES NOT WARRANT THAT THE API WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, FREE FROM VIRUSES OR HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. THE PROVIDER DOES NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY PROVIDER DATA MADE AVAILABLE THROUGH THE API.

THE USER ACKNOWLEDGES THAT ITS USE OF THE API AND ANY RELIANCE UPON PROVIDER DATA IS AT THE USER'S OWN RISK AND DISCRETION, AND THAT THE USER IS SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS RESULTING THEREFROM, INCLUDING DAMAGE TO ITS SYSTEMS OR LOSS OF DATA.

ANY FEATURES OR SERVICES DESIGNATED AS "BETA," "PREVIEW," "EXPERIMENTAL," "ALPHA," OR SIMILAR ARE PROVIDED WITHOUT ANY WARRANTY WHATSOEVER AND MAY BE WITHDRAWN OR MODIFIED AT ANY TIME.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE USER FROM THE PROVIDER OR THROUGH THE API SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; TO THAT EXTENT, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO THE USER, AND SUCH WARRANTIES SHALL BE LIMITED IN DURATION AND SCOPE TO THE MINIMUM EXTENT REQUIRED BY APPLICABLE LAW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, OR SUCH PARTY'S AFFILIATES, LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, BUSINESS, GOODWILL, DATA, USE, OR OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE API, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY THE USER TO THE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY PROVIDED HEREIN OF ITS ESSENTIAL PURPOSE.

THE FOREGOING LIMITATIONS AND EXCLUSIONS SHALL NOT APPLY TO: (I) A PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER; (II) THE USER'S OBLIGATION TO PAY FEES WHEN DUE; (III) A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; (IV) THE USER'S VIOLATION OF THE PROVIDER'S INTELLECTUAL PROPERTY RIGHTS OR THE PROHIBITED USES SECTION; OR (V) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.

THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THEM, THAT THE FEES PAYABLE HEREUNDER REFLECT SUCH ALLOCATION OF RISK, AND THAT THE PROVIDER WOULD NOT PROVIDE ACCESS TO THE API ABSENT SUCH LIMITATIONS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; TO THAT EXTENT, SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY, AND LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

The User shall defend, indemnify, and hold harmless the Provider and its affiliates, and each of their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Provider Indemnitees"), from and against any and all third-party claims, actions, demands, suits, or proceedings (each, a "Claim"), and all resulting damages, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to: (i) the User Application, including any claim that the User Application infringes or misappropriates any third-party right; (ii) the User's or its end users' use of the API in violation of this Agreement or applicable law; (iii) any User Data submitted through the API; or (iv) the User's breach of its representations, warranties, or obligations under this Agreement.

The Provider shall defend, indemnify, and hold harmless the User from and against any third-party Claim alleging that the API, as provided by the Provider and used by the User in strict accordance with this Agreement and the Documentation, infringes any valid patent, copyright, or trademark, or misappropriates any trade secret, and shall pay all damages finally awarded against the User or agreed to in settlement in connection with such Claim.

The Provider shall have no indemnification obligation to the extent any Claim arises out of: (i) use of the API in combination with any products, services, data, or materials not supplied or authorized by the Provider; (ii) any modification of the API not made by or at the direction of the Provider; (iii) use of the API not in accordance with the Documentation or this Agreement; (iv) use of a prior or deprecated version of the API where use of a current version would have avoided the alleged infringement; or (v) User Data.

If the API becomes, or in the Provider's reasonable opinion is likely to become, the subject of an infringement claim, the Provider may, at its sole option and expense: (i) procure for the User the right to continue using the API; (ii) modify the API so that it is no longer infringing while preserving materially equivalent functionality; (iii) replace the API with a non-infringing equivalent; or (iv) if none of the foregoing is commercially reasonable, terminate the User's access to the affected portion of the API and refund any prepaid Fees applicable to the terminated access for the period after the date of termination.

The indemnifying Party's obligations under this section are conditioned upon the indemnified Party: (i) providing prompt written notice of the Claim; (ii) granting the indemnifying Party sole control over the defense and settlement of the Claim (provided that no settlement imposing any obligation or admission on the indemnified Party shall be entered into without its prior written consent, not to be unreasonably withheld); and (iii) providing reasonable cooperation at the indemnifying Party's expense.

The remedies set forth in this section state the sole and exclusive remedy of the indemnified Party, and the sole and exclusive liability of the indemnifying Party, with respect to third-party infringement claims.

This Agreement shall commence on the Effective Date and shall continue in full force and effect for so long as the User maintains an active Subscription Plan and continues to access the API, unless earlier terminated as provided herein (the "Term").

Either Party may terminate this Agreement for convenience by providing not less than thirty (30) days' prior written notice to the other Party. Upon termination for convenience by the User, the User shall remain liable for all Fees accrued through the effective date of termination, and no refund of prepaid Fees shall be issued except as expressly provided herein.

Either Party may terminate this Agreement for cause, effective immediately upon written notice, if the other Party: (i) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof (or such shorter period as is reasonable given the nature of the breach); (ii) becomes insolvent, makes an assignment for the benefit of creditors, files for bankruptcy, or has a receiver or similar officer appointed; or (iii) ceases to conduct business in the ordinary course.

The Provider may suspend the User's access to the API, in whole or in part, without prior notice and without liability to the User, if the Provider reasonably believes that: (i) the User's use of the API poses a security risk to the API or any third party; (ii) the User's use may adversely impact the API's performance or availability for other users; (iii) the User is in material breach of this Agreement; (iv) the User's use may subject the Provider to legal, regulatory, or reputational risk; or (v) suspension is required to comply with applicable law or governmental or regulatory request.

Where reasonably practicable in the circumstances, the Provider shall endeavor to provide the User with notice of suspension and an opportunity to cure the underlying cause, and shall restore access promptly upon resolution of the issue giving rise to the suspension.

Upon termination or expiration of this Agreement for any reason: (i) all licenses and rights granted to the User hereunder shall immediately terminate; (ii) the User shall immediately cease all use of the API, API Keys, Documentation, and Provider Marks; (iii) the User shall promptly delete all Provider Data and Confidential Information in its possession or control, except to the extent retention is required by applicable law; and (iv) all Fees accrued but unpaid as of the effective date of termination shall become immediately due and payable.

Those provisions of this Agreement which by their nature are intended to survive termination or expiration shall so survive, including without limitation provisions relating to definitions, intellectual property, confidentiality, fees payable, disclaimers, limitations of liability, indemnification, governing law, and miscellaneous provisions.

This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of [Governing State], United States of America, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

The Parties shall attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof (a "Dispute"), through informal negotiations between designated representatives of the Parties. The complaining Party shall provide written notice describing the Dispute, and the Parties shall negotiate in good faith for a period of not less than thirty (30) days following such notice.

If the Dispute is not resolved through such informal negotiations, the Parties agree that, except as provided below, the Dispute shall be finally settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator, in the English language, and the seat and place of arbitration shall be [City, State], United States. The arbitrator's award shall be final and binding, and judgment thereon may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either Party may seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or other proprietary rights, without first complying with the informal negotiation requirement.

The Parties agree that any arbitration or legal proceeding shall be conducted on an individual basis only, and not as a class, collective, consolidated, or representative action. Each Party expressly waives any right to participate in a class or representative proceeding to the fullest extent permitted by applicable law.

To the extent any Dispute is not subject to arbitration, the Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in [County, State], United States, and waive any objection based on venue or forum non conveniens.

Each Party shall bear its own costs and attorneys' fees in connection with any Dispute, except that the prevailing Party shall be entitled to recover its reasonable costs and attorneys' fees to the extent permitted by applicable law or by the arbitrator or court.

This Agreement, together with the Documentation and any policies referenced herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and communications, whether written or oral, relating thereto.

The Provider may modify this Agreement from time to time by posting a revised version at [Terms URL] or by providing notice to the User through the developer portal or by email. Material modifications shall take effect not less than thirty (30) days after posting or notice. The User's continued access to or use of the API after the effective date of such modifications shall constitute the User's acceptance thereof. If the User does not agree to the modified Agreement, the User's sole remedy is to cease using the API and terminate this Agreement.

Neither Party shall be liable for any failure or delay in performance under this Agreement (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, epidemic or pandemic, failures of the internet or utility services, or denial-of-service or similar attacks.

The User shall not assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder, whether by operation of law, merger, change of control, or otherwise, without the prior written consent of the Provider. The Provider may freely assign this Agreement, in whole or in part, without restriction. Any attempted assignment in violation of this section shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

The relationship of the Parties is that of independent contractors. Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, employment, or fiduciary relationship between the Parties, and neither Party shall have the authority to bind the other.

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by email (with confirmation of transmission) to the addresses set forth below or such other address as a Party may designate by notice. Notices to the Provider shall be sent to [Provider Notice Address / Email]; notices to the User shall be sent to the contact information on file in the User's account.

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. No waiver of any breach shall constitute a waiver of any subsequent breach. No failure or delay in exercising any right shall operate as a waiver thereof.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to render it enforceable, or if modification is not possible, severed from this Agreement, and the remaining provisions shall continue in full force and effect.

The headings in this Agreement are for convenience only and shall not affect its interpretation. This Agreement may be executed in counterparts, including by electronic signature or by online acceptance, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.