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API Licence and Access Agreement

A completed fictional API licence covering rate limits, permitted use, security, open-source notices, data, IP, suspension and liability.

Jurisdiction: England and Wales - completed fictional worked example

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An editable Microsoft Word version is available from the interactive page.

Important: This sample provides general legal information only and is not legal advice. Check the law, prescribed forms and signing requirements that apply to your exact jurisdiction and circumstances before use.

# API LICENCE AND ACCESS AGREEMENT

Date: 20 June 2029

Parties: Quarry Maps Ltd and Eastborough Travel Ltd

## 1. Parties and purpose

Quarry Maps Ltd (Company No. 11745002) grants Eastborough Travel Ltd (Company No. 09661220) a non-exclusive, non-transferable licence to call the Quarry Routes API for Eastborough’s UK rail-planning app from 20 June 2029 to 19 June 2030. The licence covers 2 million requests per month and named production keys.

## 2. Scope, price and subject

The subscription is £4,200 per month plus VAT, with £0.003 per request above the quota, invoiced monthly in arrears. Quarry may change endpoints on 90 days’ notice and must publish deprecation documentation; a security or legal emergency may require a faster change with reasonable migration support. Credentials are confidential and Eastborough may not share them.

## 3. Operating duties

Eastborough must use the API only for route planning, respect a rate limit of 80 requests per second, cache only for 24 hours and display the required attribution. It must not scrape, resell raw data, build a competing map database, reverse engineer, or use the API to train a general-purpose model. It remains responsible for its app and user-facing travel information.

## 4. Compliance, records and controls

Quarry owns the API, data, documentation and marks; Eastborough owns its app and user data. Each party grants only the rights necessary to perform this agreement. Open-source components remain under their licences. Quarry warrants it has the right to provide the API, but does not warrant that routes are error-free or that rail operators will follow data.

## 5. Term, ending and remedies

Eastborough must use least-privilege keys, TLS, secrets management, logging and an incident response plan, and notify Quarry within 24 hours of suspected key compromise or unlawful access. Personal data is minimised; if Quarry processes Eastborough data as processor, the parties execute the Article 28 schedule before transfer. Quarry may audit reasonable usage metrics, not unrelated source code.

## 6. Liability and reservations

Quarry may suspend a key to prevent security harm, unlawful use or material overage, with notice where practicable. Either party may terminate for uncured material breach after 30 days or insolvency. On exit Eastborough stops calls, deletes cached data except lawful records and pays undisputed charges; no continued access is implied by a pending renewal discussion.

## 7. Governing law and signatures

English law governs and courts of England and Wales have exclusive jurisdiction. Quarry’s chief executive Laila Ahmed and Eastborough’s director Peter Cole sign on 20 June 2029. Liability is capped at fees paid in 12 months, excluding fraud, wilful misuse, data-protection obligations to the extent unlimitable and payment obligations.

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