Solos Technology Limited (“Solos”) is the owner of smart glasses software development kits (SDK), documentation, application programming interfaces (“API”), and other proprietary works listed in Exhibit A (collectively, the “Licensed Technology”). Developer desires to evaluate and implement the Licensed Technology through access to the SDK. Solos agrees to supply and Developer agrees to use the SDK under the following terms and conditions of this developer agreement (“Developer Agreement” or “Agreement”).
- The cost of the SDK is $1999.00 USD and includes two pairs of smart glasses—one AirGo V and one AirGo 3—as well as Zendesk technical support during business hours for up to one year. Hardware shipping timelines depend on stock availability and lens requirements but typically take 7–10 business days when in stock and no special lenses are needed. All SDK purchases are non-refundable. Any unused support services will expire at the end of the Agreement Term.
- 20% Discount Code – As part of the SDK package, Solos will provide Developer with a one-time discount code for 20% off the purchase of additional Solos smart glasses for development purposes. This discount code:
- Is valid for a period of three (3) months from the SDK purchase date.
- May be applied only toward purchases intended for Developer’s ongoing software development and testing, and not for resale or general consumer purchases.
- Has a maximum usage limit of one hundred (100) units.
- Is non-transferable and may not be combined with any other promotions or discounts.
- The Parties (Solos and Developer) may, but are not required to, enter into a separate non disclosure agreement (“NDA”). In the absence of a separate NDA, the confidentiality provisions in this Agreement shall apply and govern all SDK-related materials and communications.
- Developer (i) is interested in implementing the Licensed Technology into its Development Project as defined in Exhibit B, (ii) has described such project to Solos, and (iii) has technical capabilities to undertake the integration.
- Developer may use contract employees on the condition that such contractors are bound by confidentiality obligations equal to those in the NDA, or, if no separate NDA is in place, equal to the confidentiality provisions contained in this Agreement.
- All deliverables, test code, and documentation using the Licensed Technology are confidential and shall be governed under the NDA, or, in the absence of a separate NDA, by the confidentiality provisions of this Agreement.
- Developer acknowledges that the SDK may be incomplete, experimental, or contain bugs. NO WARRANTIES ARE PROVIDED UNDER THIS AGREEMENT.
- Subject to the terms herein, Solos grants Developer a non-exclusive, non-transferable license to use and reproduce the SDK solely for development and evaluation purposes. No other rights—whether by implication or otherwise—are granted. Developer may not (a) use the SDK for commercial purposes without permission; (b) alter, reverse engineer, or attempt to extract source code; (c) distribute to third parties; (d) use SDK for data collection without Solos’ consent; (e) publish test results without Solos’ written approval.
- Solos may, at its discretion, extend the Agreement by issuing updated access keys or SDK packages, with terms continuing accordingly.
- Developer agrees to indemnify and hold Solos harmless from any claims arising out of unauthorized use of the Licensed Technology.
- Developer agrees that Solos may request, at any time during or after the term of this Agreement, to use Developer’s completed or in-progress Development Project— including any applications, videos, screenshots, or performance results created using the SDK—for marketing, promotional, or demonstration purposes. Developer will not unreasonably withhold consent, and Solos will provide attribution where applicable.
- Developer agrees to submit demos to Solos for approval before any public or third-party showcase. If approved, Solos must be credited.
- Either party may terminate this Agreement at any time. Upon termination, all SDK materials must be deleted and access revoked. Confidentiality terms survive termination.
- This Agreement does not establish partnership or exclusivity and is solely for SDK evaluation and integration. This Agreement is governed by the laws of Hong Kong SAR, with exclusive jurisdiction in Hong Kong courts.