This Web API Beta License Agreement (“Agreement”) is entered into between by and between Speed of Light Ops, LLC (doing business as Solo), a Delaware limited liability company with offices at 3401 N. Thanksgiving Way, Suite 150, Lehi, Utah 84043 (“Solo”), and the licensee accepting these terms and conditions (“Licensee”), and is effective as of the date Licensee electronically signs, clicks acceptance, or otherwise electronically acknowledges and accepts the Agreement.
Solo and Licensee may also be referred to herein as a “Party” and collectively as the “Parties”).
This Agreement supersedes and replaces all prior agreements (written, oral, or implied) between Solo and Licensee governing the use of Solo’s API (as defined below) (“Prior Agreement”).
WHEREAS, Solo has developed and uses software, online tools, business processes, expertise and other intellectual property to host an online software-as-a-service platform to provide customers with a complete service for preparing proposals, documentation automation and control, and CAD design and engineering services (“Solo Platform”);
WHEREAS, Solo has developed and licenses a free beta version of its web-based Application Programming Interface (or API) to facilitate third-party interoperability with the Solo Platform;
WHEREAS, Licensee desires to obtain a license to the free beta version of the Solo API as set forth herein;
WHEREAS, the Parties desire to amend and restate entirely any Prior Agreement (if any).
NOW, THEREFORE, in consideration of the Recitals set forth above and the mutual covenants and obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be bound, hereby agree as follows:
1.1 Rules of Interpretation.
A. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting it. Each Party acknowledges that it has had an opportunity to have legal counsel review and approve this Agreement prior to execution.
B. The Recitals and Exhibits referred to in this Agreement, along with any other document specifically incorporated herein or therein, shall be construed with and form an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
C. The captions and headings used in this Agreement are for convenience of reference only and shall not be deemed to limit, characterize, or in any way affect the interpretation of this Agreement.
1.2 Defined Terms. Terms with initial capitalized letters shall have the meanings ascribed to them in this Section 1.02 or elsewhere in this Agreement.
A. “API Limits” means restrictions to Licensee’s API calls not to exceed 60 calls her minute.
B. “Application Programming Interface” or “API” means the free version of a collection of routines, classes, function parameters, protocols, webhooks, related libraries, and other instructions provided in Source Code or Object Code form.
C. “API Specification” means a written description or definition of the free version of routines, classes, function parameters, protocols, webhooks, related libraries, and other instructions that allow a Software Application to interoperate with the Solo Solution.
D. “Feedback” means suggestions or comments provided by Licensee to Solo that are related to Solo products (e.g., Solo APIs or the Solo Solution).
E. “Object Code” means Source Code that has been interpreted, compiled, or otherwise translated into a machine-readable form.
F. “Software Application” means software authored by Licensee in Object Code or Source Code form that accesses or otherwise interoperates with the Solo Solution via the Solo APIs.
G. “Solo API” means a collection of routines, classes, function parameters, protocols, related libraries, tools, and other instructions provided in Source Code or Object Code form that allows access to or interoperability with the Solo Solution by a Software Application.
H. “Solo Solution” means a service or services made available to Licensee through the Solo APIs.
I. “Source Code” means computer code in a human-readable form and as such computer code that has not been interpreted or compiled.
J. “Use” means a right to perform or reproduce (as defined under 17 U.S.C. § 101 et seq.) or other applicable copyright statute but does not include any right of sublicense or distribution.
2.1 Solo API License. Subject to the provisions of this Agreement, Solo grants Licensee a worldwide, revocable, non-exclusive license, under Solo copyrights, to Use the free beta version of the Solo APIs to facilitate the interoperability of the Solo Solution and the Software Application solely for internal development or testing purposes (and specifically excluding all other uses, including but not limited to generating revenue or any other benefit either for itself or a third party). Licensee is granted this license provided that Licensee adheres to the API Limits as a condition to receiving this license and that Licensee does not attempt to circumvent any such API Limits. Licensee may, but has no obligation to, create a Software Application.
2.2 Solo API Specification License. Solo grants Licensee a worldwide, non-exclusive, royalty-free, revocable license, under Solo copyrights, to Use the free version of the API Specification to enable interoperability between the Software Application and the Solo Solution.
2.3 Feedback License to Solo. If Licensee provides Feedback to Solo, Licensee grants to Solo all legal right, title, and interest in the Feedback. Further, to the extent Solo requires the execution of one or more legal documents necessary to perfect these legal rights, Licensee agrees to execute all such documents for Solo.
2.4 Solo API License Restrictions. Solo retains all legal right, title and interest to the Solo APIs under this Agreement, and Licensee agrees not to delete or alter any copyright (e.g., “© Speed of Light Ops, LLC”) or other proprietary notices signifying Solo’s ownership of this legal right, title and interest. Additionally, Licensee agrees to and acknowledges the following license restrictions: (i) no right to commercially perform, distribute, or use the Solo APIs (or sublicense any of the foregoing rights) is granted under this Agreement; (ii) in no event will Licensee make available the Solo APIs in Source Code form to an end-user or any other third party; (iii) none of the following rights are granted with respect to the Solo APIs: the right to distribute, publicly display, or to create derivatives (e.g., a superset or subset of the Solo APIs); and (iv) the Solo APIs shall not be used to access a service other than the Solo Solution. Solo may limit the number and/or frequency of API requests to the Solo Solution, or any use of the APIs that could damage, disable, overburden, impair or otherwise interfere with the Solo Solution.
2.5 API Specification License Restrictions. Solo retains all legal right, title, and interest to the API Specification under this Agreement and Licensee agrees not to delete or alter any copyright (e.g., “© Solo LLC”) or other proprietary notices signifying Solo’s ownership of this legal right, title, and interest. Further, Licensee agrees to the following license restriction: Licensee shall not make an unreasonable number of reproductions of the API Specification. Further, for the avoidance of doubt, no right to (i) distribute; (ii) sublicense; (iii) publicly display; or (iv) create derivatives of the API Specification is granted to Licensee hereunder.
3.1 Changes in API. Solo hereby discloses and Licensee acknowledges that the API may be changed by Solo at any time for any or no reason; provided, however, that Solo will provide Licensee with prior notice as to any changes in the API that it reasonably concludes may limit, reduce or fail to interact with Licensee in the same manner as immediately prior to such change. Notwithstanding the foregoing, Solo is not responsible for any damages arising from any such changes to the API.
3.2 No Support. Solo hereby disclaims, and as a condition of the API License set forth herein, Licensee hereby accepts, that Solo has any obligation to provide support of any kind with respect to the license of the API as provided in this Agreement.
3.3 Branding. Licensee agrees to follow or otherwise adhere to Solo’s trademark guidelines (as they may be amended from time to time upon notice to Licensee) pertaining to the use of Solo trademarks (registered or otherwise), logos, or word marks (collectively “Marks”) and the goodwill associated therewith. Further, Licensee acknowledges that unless separately negotiated with Solo, no license (implied or explicit) to use the Marks and the goodwill associated therewith is provided herein.
3.4 Disclaimer of Warranties. You acknowledge that the SOLO APIs AND THE API SPECIFICATION are provided “AS IS,” without warranty of any kind, and may not be functional on any machine or in any environment. TO THE EXTENT PERMITTED BY APPLICABLE LAW, SOLO DISCLAIMS ALL WARRANTIES RELATING TO THE SOLO SOLUTIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Solo makes no representations or warranties regarding the suitability of the Solo APIs or the API Specification for Licensee’s intended requirements or purposes, including for use with Licensee’s Software Application. Further, Solo makes no representations or warranties regarding the integrity of data that Licensee transmits, transfers, stores, obtains or receives through the use of the Solo APIs. Solo is not obligated to maintain or support the Solo APIs, or to provide Licensee with updates, fixes, or services related thereto. Licensee assumes all risk arising from the use of the Solo APIs, including, without limitation, the risk of damage to Licensee’s computer systems, Software Application, the corruption or loss of data, and compliance with all applicable laws and regulations (including laws and regulations related to privacy and data protection).
3.5 Indemnity. Licensee shall defend, indemnify and hold harmless Solo, its affiliates, and their respective officers, directors, employees, agents, and representatives from any and all claims, damages, liabilities, costs, and fees (including reasonable attorneys’ fees) arising from the Software Application. The Parties agree to comply with the following process when Solo seeks indemnification under this section and specifically that Solo is to: (i) promptly give Licensee written (including electronic) notice of the claim; (ii) give Licensee sole control of the defense and settlement of the claim (provided that Licensee may not settle any claim unless it unconditionally releases Solo of all liability); and (iii) provide Licensee, at Licensee’s cost, all reasonable assistance.
3.6 Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SOLO BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR: (I) LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY; OR (II) ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES OR PROFITS; (III) ANY MATTER BEYOND ITS REASONABLE CONTROL; OR (IV) ANY AMOUNT IN THE AGGREGATE OVER $100.
As used herein, Confidential Information means- (i) any Feedback that Licensee provides to Solo pursuant to Section 2.03; and (ii) any Solo business or technical information that is disclosed to Licensee in connection with this Agreement, including, but not limited to, any information relating to Solo’s plans, business opportunities, or research and development. Confidential Information excludes any information that- (a) is or becomes generally known to the public other than as a result of Licensee’s breach of this Agreement; (b) is rightfully known by Licensee at the time of disclosure without restrictions on use or disclosure; (c) is independently developed by Licensee, without access to or use of any Confidential Information; or (d) is rightfully obtained by Licensee from a third party who has the right to disclose it and who discloses it without restrictions on use or disclosure. Licensee will maintain all Confidential Information in strict confidence and will not disclose Confidential Information to any third party, other than a contractor that needs to know for the purposes of this Agreement and that agrees in writing to treat the Confidential Information on terms no less protective than this Agreement. Licensee will be liable for any such contractor’s failure to treat the Confidential Information in accordance with this Agreement. Licensee will not use Confidential Information, except as necessary for the performance of this Agreement.
5.1 Term. This Agreement will commence on the date Licensee implements the Solo APIs or the API Specification and will continue until terminated as provided in Section(s) 5.02 or Section 5.03.
5.2 Termination for Convenience. Solo may terminate this Agreement for any reason upon thirty (30) days’ advance notice to Licensee. Solo may, in its sole discretion, reinstate Licensee’s ability to Use the APIs or API Specification. Licensee may terminate the Agreement at any time by ceasing to Use the Solo APIs, the API Specification, and disabling Licensee’s Software Application’s ability to Use the Solo APIs.
5.3 Termination for Breach. Solo may terminate this Agreement immediately upon written (including electronic) notice if Licensee breaches this Agreement. Solo may, at its sole discretion, reinstate Licensee’s ability to Use the APIs or API Specification if Licensee demonstrates to Solo’s sole satisfaction that Licensee has remedied any such breach.
5.4 Emergency Suspension. If Solo becomes aware of a situation where Licensee’s use of the Solo APIs may unduly disrupt its delivery of the Solo Solution to third parties (e.g., customers of Solo) generally, or if Solo detects unauthorized third-party access to the Solo Solution (collectively referenced herein as an “Emergency”), Solo may immediately suspend the offending use (and any rights licensed under this Agreement that enable such use). Any such suspension shall be to the minimum extent and duration needed to respond to the Emergency. At its sole discretion, Solo may reinstate the use (and any rights granted in this Agreement that enable such a use) where the Emergency has been resolved.
5.5 Survival Upon Termination. Upon termination of this Agreement, Licensee’s licenses to the Solo APIs, and the API Specification under Sections 2.01 (Solo API License) and 2.02 (Solo API Specification License) shall immediately terminate. Notwithstanding the foregoing, Sections 2.03 (Feedback License to Solo), Article 3 (Warranty, Disclaimer, Indemnity, and Limitation of Liability), Article 4 (Confidentiality), and Article 6 (General) will survive any termination of this Agreement.
6.1 Injunctive Relief. Licensee acknowledges a violation of this Agreement may cause irreparable harm to Solo that is not adequately compensable by monetary damages. In addition to other relief, Licensee agrees that temporary and permanent injunctive relief may be an appropriate remedy to prevent any actual or threatened violation hereunder.
6.2 No Support. Unless otherwise agreed to in writing, Solo shall not be responsible for providing any support, maintenance, or other services (or level of service) to Licensee or a user of the Software Application for the Solo APIs.
6.3 Export Laws. Licensee agrees to comply fully with all U.S. export laws and regulations to ensure that neither the Solo APIs nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
6.4 Integration; Order of Precedence. Unless otherwise agreed to in writing between the Parties, this Agreement constitutes the entire agreement and supersedes any prior agreements (including a Prior Agreement), and any prior or contemporaneous understandings, representations, and other communications (whether written or oral) between the Parties with regard to the subject matter hereof. This Agreement may not be amended or modified except by a writing signed by both Parties hereto. The terms of this Agreement shall supersede and control over any conflicting or additional terms and conditions of any order, acknowledgment, or confirmation or other document issued by Licensee unless the Parties mutually agree in writing that such terms and conditions shall modify, supersede and control in the event of any inconsistency with this Agreement.
6.5 Severability. If any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void, or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision will be interpreted so as reasonably to affect the intent of the Parties.
6.6 Force Majeure. If either Party is prevented from performing or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the Party invoking this provision (including, without limitation, for causes due to war, fire, earthquake, flood, hurricane, riots, pandemics, acts of God, internet service provider failures or delays, denial of service attacks, or other similar causes), the affected Party’s performance will be excused and the time for performance will be extended for the period of delay or inability to perform due to such occurrence; provided that, the affected Party: (i) provides the other Party with prompt notice of the nature and expected duration of the event; (ii) uses commercially reasonable efforts to address and mitigate the cause and effect of such event; (iii) provides periodic notice of relevant developments; and (iv) provides prompt notice of the end of such event.
6.7 Press Release; References. Unless a written waiver has been agreed to between the Parties, neither Party will issue a public statement or press release regarding this Agreement without the prior consent of the other Party. Notwithstanding the foregoing, Solo, during the term of this Agreement, will be permitted to publicly list Licensee as a customer, and Licensee hereby grants Solo a license to use Licensee’s standard logo for Solo’s promotional and marketing purposes in connection with this Agreement and Licensee’s Software Application’s interoperation with the Solo Solution. Upon Solo’s prior written request, Licensee will cooperate with Solo to prepare a written description of Licensee’s use of the Solo Solutions or Solo APIs, and Solo may provide such description to other prospective customers. Solo will follow brand usage requirements concerning the use of Licensee’s logo if any are provided to Solo by Licensee.
6.8 Solo’s Right of Modification. At Solo’s discretion, Solo may modify the terms of this Agreement upon thirty (30) days’ notice to Licensee. If Licensee continues using Solo’s APIs after the date such modifications become effective, Licensee will be deemed to have accepted the modifications. If Licensee does not wish to accept such modifications, Licensee may terminate this Agreement in accordance with Section 5.02.
6.9 Assignment. Licensee may assign this Agreement in its entirety, whether by operation of law or otherwise, with the prior written consent of Solo (not to be unreasonably withheld). Any attempt to assign Licensee’s rights or obligations under this Agreement in breach of this section will be void and of no effect. Solo may assign this Agreement in its entirety whether by operation of law or otherwise without Licensee’s prior written consent.
6.10 Implied License and Estoppel. Nothing in this Agreement shall be construed as granting a license via the doctrines of Implied License or Legal Estoppel to rights beyond what is expressly granted under this Agreement. Further, nothing in this Agreement shall be deemed a waiver of Solo’s intellectual property rights in the Solo Solution or other Solo technologies. These intellectual property rights are reserved to Solo. By agreeing to the terms of this Agreement, Licensee acknowledges that Licensee is only licensed to the rights expressly enumerated in this Agreement and that the actions of the Parties and/or the consideration granted under this Agreement is solely for these rights and for no others.
6.11 Governing Law; Notices. This Agreement shall be governed by the laws of the State of Utah without regard to choice or conflicts of law rules. The exclusive jurisdiction and venue for any legal matter related to this Agreement shall be in Salt Lake County, Utah. Notices under this Agreement must be in writing and are deemed to have been given upon (i) personal delivery, (ii) the third business day after mailing, (ii) the first business day after sending by email. Notices to Solo must be addressed to: Chief Executive Officer, Solo, 3401 N. Thanksgiving Way, Suite 150, Lehi, Utah, with a copy to our General Counsel at the same address.
6.12 Non-Solicitation. Each Party acknowledges and agrees that during the Term of this Agreement and for a period of six (6) months thereafter, regardless of the reason for termination, such Party shall not hire or employ, directly or indirectly, any current employee or former employee of the other Party, or encourage or solicit any third party to hire, directly or indirectly, any current employee or former employee of the other Party (however, with respect to former employees, only for the six (6) month period following such former employee’s separation of employment from such Party).
6.13 Non-Disparagement. During the Term and thereafter (regardless of the reason for termination of this Agreement), each Party agrees that any officer-level employee of such Party then currently employed by such Party will not make critical, negative, or disparaging remarks about the other Party, including any of its officers, employees, agents, or representatives, in any medium, including social media or on the Internet, or make or solicit any comments, statements, or the like to the media that are derogatory or detrimental to the good name or business reputation of the other Party and any of its officers, employees, agents or representatives, including, but not limited to, comments about any of its products, services, business, sales practices or employment practices; provided, however, each Party will further use commercially reasonable good faith efforts to respond to and address any notice provided by the other Party if other current employees (aside from current officer-level employees) make any similarly derogatory, disparaging or detrimental comments, statements or the like concerning the other Party (but without any liability on the part of such party for such other employee’s comments, statements or the like). Notwithstanding the foregoing, this section does not limit the Parties (or their Representatives) from presenting information reasonably necessary to enforce one’s rights under this Agreement or from responding truthfully as required by law, valid legal process, or administrative proceeding.
6.14 Independent Covenants. Each of the covenants set forth in Section 6.12 and Section 6.13 shall be construed as separate and independent covenants, independent of each other and all other terms of this Agreement and any other agreement between the Parties, and not as dependent covenants, and the existence of any claim or cause of action of or by a Party against the other Party, whether predicated upon an alleged breach by a Party of this Agreement or otherwise, shall not constitute a defense to the enforcement by a Party of any of the covenants set forth in this Article 4 against the other Party.
6.15. Electronic Acceptance. Licensee warrants and represents that by clicking to accept, electronically checking a box, or similarly electronically accepting the terms and conditions of this Agreement, the individual doing so has authority to bind Licensee to these terms and conditions, and agrees that such acceptance shall have the same force and authority as an original signature.