API clause: Copy, customize, and use instantly
Introduction
An API clause sets the terms under which application programming interfaces (APIs) may be used, accessed, or integrated within a business relationship. It helps clarify ownership, security, permitted usage, restrictions, and responsibilities related to API access and functionality.
Below are templates for API clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard API clause
This version sets out general API usage terms.
The [Provider] may offer access to its application programming interface (API) to support integration and interoperability. The [Customer] shall use the API solely in accordance with the documentation and permitted use cases defined by the [Provider].
API clause with usage limitation and scope control
This version limits use to specified purposes.
The [Customer] may use the API only for internal business purposes related to services under this Agreement and shall not use it for commercial resale, public redistribution, or to develop competing offerings.
API clause with security and authentication requirements
This version emphasizes secure API access.
The [Customer] shall access the API using unique credentials provided by the [Provider] and shall implement appropriate security measures to protect access tokens, keys, and credentials against unauthorized use.
API clause with service availability and maintenance disclaimer
This version addresses uptime and service interruptions.
The [Provider] makes no guarantee regarding the availability, uptime, or response times of the API and reserves the right to perform maintenance, suspend, or modify access without prior notice.
API clause with rate limiting enforcement
This version prevents excessive use.
The [Customer] shall comply with all API rate limits and usage thresholds established by the [Provider]. Excessive or abusive API calls may result in suspension or throttling of access.
API clause with change notification requirement
This version requires advance notice of updates.
The [Provider] shall notify the [Customer] at least [30 days] in advance of any material changes to the API that may affect functionality or integration.
API clause with no reverse engineering of endpoints
This version protects internal logic.
The [Customer] shall not reverse engineer, deconstruct, or attempt to discover the underlying structure or functionality of any API endpoints or associated systems.
API clause with data ownership clarification
This version defines data rights.
Data transmitted via the API remains the property of the originating party. The [Provider] shall not claim ownership of data submitted by the [Customer] through API interactions.
API clause with sandbox environment access
This version supports testing in non-production environments.
The [Provider] shall provide a sandbox API environment for development and testing purposes. The [Customer] shall not use sandbox access for live data or production workflows.
API clause with token expiration and renewal process
This version includes credential rotation.
All API access tokens issued under this Agreement shall expire after [X days] and must be renewed by the [Customer] in accordance with the [Provider]’s credential management procedures.
API clause with third-party integration restriction
This version limits who can access the API.
The [Customer] shall not provide access to the API or any associated credentials to third parties without prior written consent from the [Provider].
API clause with fair usage policy reference
This version enforces a standard usage baseline.
Use of the API is subject to the [Provider]’s fair usage policy, as updated from time to time. Repeated violations may result in restricted or terminated access.
API clause with service degradation disclaimer
This version addresses indirect impacts.
The [Provider] shall not be liable for any service degradation, latency, or functionality loss resulting from API unavailability or integration issues.
API clause with logging and usage monitoring
This version permits backend oversight.
The [Provider] may monitor and log API usage to ensure compliance with security, usage limits, and operational policies, and to detect misuse or anomalies.
API clause with feedback and improvement rights
This version allows the provider to use API feedback.
The [Provider] may use any feedback or suggestions received regarding the API to improve its functionality, without obligation or compensation to the [Customer].
API clause with versioning protocol
This version clarifies API version control.
The [Provider] shall make new API versions available under a versioning protocol. The [Customer] may continue using prior versions for [X months] before deprecation.
API clause with integration support limitations
This version sets expectations for technical support.
The [Provider] shall provide limited integration support for API use under this Agreement. Extended support may be subject to additional fees or a separate service agreement.
API clause with open-source license compatibility
This version allows specific license types.
The [Customer] shall not combine the API with software that is subject to a license that would require disclosure of the API or its source code.
API clause with termination of access rights
This version addresses post-contract API use.
API access shall terminate immediately upon expiration or termination of this Agreement, and the [Customer] shall delete all API credentials and associated data.
API clause with attribution and branding guidelines
This version covers brand usage when using the API.
Any use of the API that involves public-facing services must comply with the [Provider]’s branding and attribution guidelines, as provided separately.
API clause with usage data rights for analytics
This version allows the provider to track usage patterns.
The [Provider] may collect and use aggregated, anonymized API usage data for internal analytics and performance optimization purposes.
API clause with security incident reporting obligation
This version sets response timelines for security issues.
If the [Customer] detects a security incident related to API use, it shall notify the [Provider] within [24 hours] and cooperate in containment and investigation efforts.
API clause with access suspension authority
This version gives the provider immediate enforcement powers.
The [Provider] reserves the right to suspend API access immediately if it reasonably believes there has been a violation of this Agreement or a security risk.
API clause with custom integration disclaimer
This version limits responsibility for customer-built tools.
The [Provider] is not responsible for any malfunction or issue arising from customer-built integrations or tools that utilize the API.
API clause with authentication protocol definition
This version specifies auth requirements.
All API access shall be authenticated via [OAuth 2.0 / JWT / custom protocol], and the [Customer] shall implement appropriate security measures to protect authentication credentials.
API clause with user-level access control requirement
This version enforces scoped permissions.
The [Customer] shall implement role-based access controls within its systems to ensure that API functionality is used only by authorized personnel.
API clause with availability SLA exclusion
This version excludes APIs from SLAs.
The API shall be provided on a best-effort basis and is expressly excluded from any service level agreements or uptime guarantees under this Agreement.
API clause with migration assistance for deprecation
This version supports transition between versions.
If the [Provider] deprecates an API version, it shall offer migration guidance to the [Customer] and provide at least [60 days] of advance notice.
API clause with business continuity planning reference
This version links API access to BCP.
The [Provider] shall include the API in its business continuity and disaster recovery plans and will take reasonable steps to restore service in the event of disruption.
API clause with external audit support
This version provides audit-related assurance.
The [Customer] may request documentation of API security controls as part of a broader audit process, subject to reasonable confidentiality terms.
API clause with license scope limitation
This version restricts how APIs can be used commercially.
The [Customer] receives a limited, non-exclusive, non-transferable license to use the API solely for internal operations and shall not sublicense or resell access.
API clause with data residency compliance
This version restricts where data may flow.
The [Customer] shall not use the API in a manner that causes data to be transmitted or stored outside of [specified jurisdiction], unless permitted in writing.
API clause with deprecated endpoint notice
This version obliges timely phase-out of old endpoints.
The [Customer] shall cease use of deprecated API endpoints within [30 days] of deprecation notice or risk access termination.
API clause with pre-integration testing requirement
This version adds a testing step before live use.
The [Customer] shall complete integration testing in a non-production environment and obtain approval from the [Provider] before using the API in live operations.
API clause with customer system compatibility disclaimer
This version removes liability for compatibility.
The [Provider] makes no guarantee that the API will be compatible with the [Customer]’s internal systems, infrastructure, or third-party applications.
API clause with mutual indemnification for misuse
This version assigns liability for abuse.
Each party agrees to indemnify the other for damages arising from unauthorized use or misuse of the API by its employees or affiliates.
API clause with intellectual property ownership statement
This version reaffirms provider IP rights.
The [Provider] retains all intellectual property rights in and to the API, including all modifications, improvements, and derivative works.
API clause with automation limit reference
This version restricts bot-based usage.
The [Customer] shall not use automated scripts, bots, or crawlers to interact with the API outside of approved workflows.
API clause with credential sharing prohibition
This version controls identity management.
API access credentials are unique to each user or system and shall not be shared across users or reused in unauthorized contexts.
API clause with liability cap for API-related losses
This version sets financial limits.
The [Provider]’s liability for API-related losses shall not exceed the total fees paid under this Agreement in the [previous 12 months].
API clause with maintenance window notification
This version requires planned outage transparency.
The [Provider] shall provide [72 hours] advance notice of any scheduled API maintenance that may cause service disruption.
API clause with monitoring rights clause
This version grants observability permissions.
The [Provider] reserves the right to monitor API usage metrics and behavior for performance tuning and compliance enforcement purposes.
API clause with output formatting standards
This version standardizes data returns.
The [Provider] shall make all API outputs available in structured formats such as JSON or XML and maintain schema documentation for reference.
API clause with misuse remediation obligation
This version defines fix timelines.
In the event of misuse or abuse of the API, the [Customer] shall immediately cease such activity and implement corrective action as directed by the [Provider].
API clause with no data caching allowance
This version limits data storage.
The [Customer] shall not cache or store any data obtained from the API beyond what is required for immediate processing or as permitted in writing.
API clause with disaster recovery response timeframe
This version sets expectations for API recovery.
The [Provider] shall restore API availability within [X hours] following a declared disaster, in line with its disaster recovery plan.
API clause with documentation update commitment
This version keeps developers informed.
The [Provider] shall update API documentation to reflect changes in endpoints, parameters, or functionality, and shall publish revision logs for developer reference.
API clause with telemetry and analytics integration
This version references internal analytics tools.
The [Provider] may embed telemetry features in the API to measure performance, detect faults, and guide product enhancements.
API clause with API key revocation process
This version governs credential termination.
The [Provider] reserves the right to revoke any API key suspected of misuse or compromise, with or without advance notice to the [Customer].
API clause with rollback plan for breaking changes
This version adds assurance against failure.
The [Provider] shall provide a rollback mechanism or temporary compatibility layer in the event of unintentional breaking changes to the API.
API clause with geographic access restrictions
This version limits API use by region.
The [Customer] shall not access or use the API from any country or region prohibited under applicable export control or data protection regulations.
API clause with real-time usage dashboard requirement
This version provides live API usage visibility.
The [Provider] shall make available a real-time dashboard for the [Customer] to monitor API call volume, error rates, and usage metrics.
API clause with SDK usage limitation
This version restricts how API SDKs can be used.
The [Customer] may use any software development kits (SDKs) provided by the [Provider] solely to facilitate API integration and may not modify, distribute, or repurpose such SDKs.
API clause with emergency kill-switch provision
This version allows forced shutdowns.
The [Provider] reserves the right to disable API access without prior notice in the event of a security breach, system failure, or emergency risk condition.
API clause with multi-tenant usage restriction
This version prevents indirect resale.
The [Customer] shall not use the API in connection with a multi-tenant platform or service unless expressly permitted in writing by the [Provider].
API clause with return data accuracy disclaimer
This version limits provider liability.
The [Provider] does not warrant the accuracy, completeness, or timeliness of any data returned via the API and shall not be liable for any reliance placed on such data.
API clause with latency performance benchmarks
This version sets target response times.
The [Provider] shall use commercially reasonable efforts to maintain average API response times below [X milliseconds] under normal operating conditions.
API clause with confidential information classification
This version protects API specifications.
API specifications, documentation, and credentials shall be treated as Confidential Information by the [Customer] and protected in accordance with this Agreement.
API clause with AI model integration reference
This version enables API use with machine learning systems.
The [Customer] may use API output to train or refine internal AI models only if explicitly authorized in writing by the [Provider].
API clause with access notification obligation
This version requires notice of new API users.
The [Customer] shall notify the [Provider] in writing before enabling API access for new internal departments, subsidiaries, or business units.
API clause with limitation on endpoint modification
This version restricts customization.
The [Customer] shall not attempt to alter, mask, or reroute API endpoints or modify underlying network calls without written authorization.
API clause with copyright attribution for output
This version governs usage of data results.
Where required, the [Customer] shall provide appropriate attribution for any API-derived content, data, or materials, as specified by the [Provider].
API clause with callback URL registration
This version sets a process for webhook usage.
The [Customer] shall register authorized callback URLs with the [Provider] prior to using webhook functionality and must secure all endpoint responses.
API clause with token usage audit requirement
This version allows periodic reviews.
The [Customer] shall participate in periodic audits of API access token usage and lifecycle to ensure appropriate key rotation and scope control.
API clause with modular endpoint access control
This version segments access by function.
The [Provider] may restrict or grant access to specific API modules or endpoints based on subscription level, security posture, or usage history.
API clause with testing volume allocation
This version allows controlled load testing.
The [Customer] may perform API load testing only during pre-approved testing windows and within designated volume thresholds as outlined by the [Provider].
API clause with IP allowlisting option
This version locks access to specific networks.
The [Provider] may require the [Customer] to submit and maintain a list of authorized IP addresses from which API requests may originate.
API clause with access rotation policy
This version enforces regular key changes.
API keys shall be rotated by the [Customer] at least every [90 days], and inactive or compromised credentials must be deactivated immediately.
API clause with public redistribution prohibition
This version blocks public-facing tools.
The [Customer] shall not build tools, applications, or services that publicly expose API data or functions unless expressly permitted in writing by the [Provider].
API clause with webhook delivery guarantee disclaimer
This version manages webhook expectations.
The [Provider] shall attempt to deliver webhook notifications in near real-time but does not guarantee delivery speed, order, or redundancy.
API clause with third-party monitoring approval
This version restricts analytics use.
The [Customer] may not use third-party monitoring, scraping, or scanning tools on the API without written approval from the [Provider].
API clause with data enrichment limitation
This version limits downstream use.
The [Customer] shall not use API-provided data to enrich external datasets, databases, or user profiles beyond the purposes allowed under this Agreement.
API clause with performance degradation detection obligations
This version mandates reporting issues.
If the [Customer] detects substantial API latency or degradation, it shall notify the [Provider] within [24 hours] and assist in diagnostic efforts.
API clause with authentication failure thresholds
This version restricts repeated failed attempts.
The [Provider] may temporarily suspend access if the [Customer] exceeds [10] consecutive failed authentication attempts or demonstrates abnormal usage patterns.
API clause with API test credential restriction
This version governs test environments.
Test credentials provided by the [Provider] are for development purposes only and must not be used in production or linked to real customer data.
API clause with version retirement policy
This version defines end-of-life terms.
The [Provider] may retire any API version upon at least [90 days] written notice, during which time the [Customer] must migrate to a supported version.
API clause with dependency liability waiver
This version limits liability for third-party API dependencies.
The [Provider] shall not be liable for interruptions caused by third-party dependencies, upstream APIs, or network failures outside its control.
API clause with endpoint health check access
This version allows customers to monitor API status.
The [Provider] shall provide a public health check endpoint to allow the [Customer] to verify real-time API status and uptime.
API clause with API key expiration alerting
This version supports proactive maintenance.
The [Provider] shall notify the [Customer] at least [7 days] prior to the expiration of any active API keys.
API clause with historical data access limit
This version restricts retroactive queries.
The [Customer] shall not use the API to access historical records beyond [12 months] prior to the request date unless otherwise agreed in writing.
API clause with transactional integrity assurance
This version governs consistency.
The [Provider] shall ensure that API calls affecting records are processed with full transactional integrity, including rollback handling for incomplete operations.
API clause with failover infrastructure provision
This version adds backup assurance.
The [Provider] shall maintain a failover infrastructure to support continued API operations during planned or unplanned outages.
API clause with prohibited use case list
This version defines restricted activities.
The [Customer] shall not use the API for any purposes listed in the [Provider]’s prohibited use case list, including unlawful data mining or spamming activities.
API clause with scalability performance testing disclaimer
This version limits liability during scale testing.
The [Provider] shall not be liable for service degradation during scalability tests performed by the [Customer] unless prior approval was obtained.
API clause with customer dependency tracking
This version allows the provider to catalog integrations.
The [Provider] may track dependencies between the API and the [Customer]’s systems solely for internal support and troubleshooting purposes.
API clause with cross-contract access restriction
This version prevents shared use across agreements.
API credentials issued under this Agreement shall not be reused under other commercial contracts or projects without express consent.
API clause with enhanced authentication optionality
This version allows biometric or hardware-based login.
The [Provider] may support enhanced authentication mechanisms, including biometric verification or hardware tokens, for added API access security.
API clause with concurrent session limit
This version manages simultaneous access.
The [Provider] may limit the number of concurrent API sessions per customer to maintain system stability and prevent abuse.
API clause with custom webhook retry schedule
This version defines delivery retries.
The [Provider] shall attempt to redeliver failed webhooks up to [3 times] within a [12-hour] window before marking the delivery as unsuccessful.
API clause with jurisdiction-specific compliance clause
This version accounts for local laws.
The [Customer] shall use the API in a manner consistent with applicable laws and regulations in the jurisdictions where it operates.
API clause with escalation path for API errors
This version defines who handles errors.
The [Provider] shall offer a defined escalation path for reporting and resolving API-related incidents, starting with technical support and escalating to account management.
API clause with multi-environment provisioning
This version provides separate access per environment.
The [Provider] shall issue distinct API keys for development, staging, and production environments to prevent accidental data crossover.
API clause with data anonymization tool availability
This version allows testing without real data.
The [Provider] may offer anonymization tools or test data generators for safe API testing without exposing real customer information.
API clause with webhook signature verification
This version enhances webhook security.
The [Customer] shall verify all webhook payloads using a digital signature provided by the [Provider] to ensure authenticity.
API clause with internal dependency deprecation notice
This version clarifies internal change timelines.
The [Provider] shall notify the [Customer] of any internal dependencies being deprecated that may affect API functionality or system behavior.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.