MOVEGUIDE INTEGRATE™ API SERVICE AGREEMENT & TERMS OF USE

1.1 Non-Exclusive API License

Subject to full compliance with this Agreement and payment of applicable tier fees, Moveguide grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the active subscription term to:

• Embed the Integrate API widget and call backend endpoints within Client’s web and mobile application interfaces.
• Query Moveguide’s spatial intelligence engine to display real-time micro-location scores, safety indicators, climate risk insights, and Maslow-aligned dwelling metadata to Client’s end-users.

1.2 Strict Restrictions and Prohibited Conduct

Client shall not, and shall not permit any third party or end-user to:

• Reverse Engineer: Copy, decompile, reverse engineer, disassemble, or attempt to derive the source code, underlying algorithms, or data structures of the Integrate API, H3 spatial index mapping, or spatial knowledge graph.
• Ontology Extraction: Scrape, extract, harvest, or construct derivative databases, ontologies, or spatial scoring systems using output generated from Moveguide's API.
• Competitive Exploitation: Use the API, raw response payloads, or UI widget components to build, train, benchmark, or enhance a direct or indirect competing spatial intelligence service or property platform.
• API Abuse: Bypass call rate limits, redistribute API credentials, resell API access to unapproved third parties, or use the service for illegal, harmful, or fraudulent activities.

2.1 Ownership of Core IP

Moveguide retains all sole and exclusive right, title, and interest in and to:

• The Integrate API engine, software code, UI widgets, and software development kits (SDKs).
• Moveguide’s dynamic spatial knowledge graphs, datasets, H3 indexing resolution methods, and proprietary Maslow-aligned living ontology.
• All trademarks, trade secrets, algorithms, patentable processes, and derivative enhancements built by Moveguide.

2.2 Client Data License

Client grants Moveguide a non-exclusive, royalty-free, global license to process stateless query parameters (such as property listing coordinates or search filters) solely to execute API queries, deliver real-time spatial scores, and maintain platform security.

3.1 Service Availability (SLA)

Moveguide will use commercially reasonable efforts to maintain an API target uptime of 99.9%, excluding scheduled maintenance windows announced in advance.

3.2 Key Security and Rate Throttling

• Client is solely responsible for maintaining the confidentiality of assigned API keys.
• Moveguide enforces automated rate-limiting policies based on Client’s active subscription tier. Requests exceeding plan limits will receive 429 Too Many Requests HTTP responses until refreshed or upgraded.
• Moveguide reserves the right to immediately invalidate or revoke API keys if unauthorized leakage, scraping patterns, or security threats are detected.

• Subscription Fees: Access to the API is billed on a monthly or annual recurring basis according to Client’s designated usage tier.
• API Call Metrics: Usage is measured by API call volume and widget load requests.
• Overages: Calls exceeding the monthly tier quota are automatically billed at the standard overage rate outlined in the active billing plan.
• Late Payments: Failure to pay subscription or overage invoices within fifteen (15) calendar days of due date constitutes a material breach resulting in immediate suspension of API access.

6.1 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MOVEGUIDE TECHNOLOGIES LTD, ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNISHABLE DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, DATA, PROPERTY DAMAGE, OR PERSONAL INJURY) ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE INTEGRATE API.

MOVEGUIDE’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT SHALL BE STRICTLY CAPPED AT THE TOTAL AMOUNT ACTUALLY PAID BY CLIENT TO MOVEGUIDE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

6.2 Client Indemnification Obligation

Client agrees to defend, indemnify, and hold harmless Moveguide, its affiliates, officers, and employees against any third-party claims, liabilities, lawsuits, losses, or legal fees arising from:

• Client’s breach of Section 1.2 (Restrictions) or Section 3.2 (Key Security).
• Disputes or lawsuits brought by Client's end-users regarding property bookings, dwelling decisions, safety incidents, or physical damage incurred at a location featured on Client’s platform.

• Term: This Agreement commences on the date Client registers for or embeds the API and continues until terminated.
• Termination for Convenience: Either party may terminate an active subscription by providing thirty (30) days written notice prior to the next billing cycle.
• Immediate Termination for Breach: Moveguide may immediately suspend or terminate API access without prior notice if Client breaches Intellectual Property restrictions, fails to pay fees, or exposes Moveguide’s infrastructure to operational or legal risk.
• Post-Termination Obligations: Upon termination, Client must immediately purge all cached API responses, remove the Integrate widget script from all client applications, and cease calling API endpoints.

• Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of England and Wales (for European and international clients) or the Federal Republic of Nigeria (for domestic African operations), without regard to conflict of law principles.
• Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement shall be settled by binding arbitration under the LCIA Rules (London Court of International Arbitration) or the Lagos Court of Arbitration (LCA), with the language of arbitration being English.