SDK Developer Program

1.  Agreement and Acceptance 

1.1 These SDK Developer Terms and Conditions (the “Terms” or this “Agreement”) form a binding agreement between Solos Technology Limited (“Solos,” “we,” or “us”) and the person or entity that accepts them (“Developer” or “you”). 

1.2 By clicking “I agree,” by registering for, downloading, accessing, or using the SDK, or by purchasing SDK access, you agree to be bound by these Terms. If you do not agree, do not access or use the SDK. 

1.3 If you accept these Terms on behalf of a company, university, or other legal entity, you represent and warrant that you have authority to bind that entity, in which case “Developer” refers to that entity. If you do not have such authority, or you do not agree, you must not accept these Terms or use the SDK. 

1.4 The “Effective Date” is the date on which you first accept these Terms in accordance with Section 1.2. 

1.5 Solos is the owner of smart glasses software development kits, Documentation, application programming interfaces, and related proprietary works (collectively, the “Licensed Technology”). Developer wishes to evaluate, implement, and commercially use the Licensed Technology through access to the SDK, and Solos agrees to make the SDK available, on and subject to these Terms and the applicable Order. 

2.  Definitions 

In these Terms, the following capitalized terms have the meanings given below; other capitalized terms are defined where they first appear. 

2.1  “API” means the application programming interfaces made available by Solos as part of the Licensed Technology. 

2.2  “Application” means any application, solution, or product that Developer develops, tests, or operates using the SDK and that is designed to work with the Solos Smartglasses. 

2.3  “Confidential Information” has the meaning given in Section 5.1. 

2.4  “Documentation” means the technical documentation, specifications, and materials Solos makes available for use with the SDK. 

2.5  “Licensed Technology” has the meaning given in Section 1.5 and includes the SDK, the APIs, the Documentation, and the other proprietary works Solos makes available to Developer. 

2.6  “Order” means the order form, checkout, or SDK Package page through which Developer purchases or obtains SDK access, and which sets out the applicable fees, package contents, support terms, and renewal fees. 

2.7  “Publish” means to disclose, distribute, present, post, or otherwise make available to any person other than Developer’s employees and contractors who are bound by confidentiality obligations consistent with these Terms. Internal documentation, records, and findings that Developer retains and does not disclose outside its organization do not constitute Publication. 

2.8  “SDK” means the Solos smart glasses software development kit provided under the applicable Order, including its tools, libraries, sample code, and any Solos-designated redistributable runtime components, together with the Documentation. 

2.9  “SDK Data” means any data, content, or information that Developer accesses, receives, extracts, derives, or generates from or through the Licensed Technology or the Solos Smartglasses, including device sensor data, camera or microphone inputs captured via the SDK, location and motion data, device telemetry, and diagnostic data made available through the APIs. SDK Data does not include data that Developer independently collects from its own end users, or generates through its own Application, even where that Application incorporates the Licensed Technology. 

2.10  “Solos Smartglasses” means Solos-branded smart glasses hardware, including current and future models. 

3.  License Grant 

3.1 Grant.  Subject to these Terms and Developer’s compliance with them, Solos grants Developer a non-exclusive, non-transferable, worldwide, revocable license to use and reproduce the SDK to develop, test, evaluate, and operate Applications that operate solely with the Solos Smartglasses, for both evaluation and commercial purposes. The perpetual nature of the license for a delivered SDK version is addressed in Section 4. No rights are granted except as expressly stated; no rights pass by implication, estoppel, or otherwise. 

3.2 Restrictions.  Developer shall not, and shall not permit any third party to: 

(a) use the SDK with any device or product other than the Solos Smartglasses; 

(b) alter, reverse engineer, decompile, disassemble, or otherwise attempt to derive or extract the source code of the SDK, except to the extent this restriction is prohibited by applicable law; 

(c) distribute, sublicense, sell, rent, lease, or otherwise make the SDK itself available to any third party as a standalone product or for any purpose other than operating an Application; provided that Developer may distribute its Application, including any Solos-designated redistributable runtime components incorporated within it, to end users for use with the Solos Smartglasses; 

(d) collect, extract, store, or process SDK Data except as reasonably necessary to develop and operate Developer’s Application in accordance with these Terms, and in no event use SDK Data to (i) re-identify any individual, (ii) develop, train, or improve any product that competes with the Solos Smartglasses or the Licensed Technology, or (iii) train or fine-tune machine-learning models for distribution or resale to third parties, in each case without Solos’ prior written consent; 

(e) Publish any benchmarks, performance metrics, or test results relating to the Licensed Technology or the Solos Smartglasses without Solos’ prior written approval (this restriction applies only to test results concerning the Licensed Technology or Solos hardware and does not restrict Developer’s internal documentation of its own development work, or any disclosure regarding Developer’s own Application that does not reveal Solos’ Confidential Information or such test results); or 

(f) remove, alter, or obscure any proprietary notices in or on the Licensed Technology. 

3.3 Developer’s own data.  For the avoidance of doubt, nothing in Section 3.2(d) restricts Developer’s collection or use of data from its own end users or its own usage analytics, which are governed by Section 7 (Privacy and Data Protection) and applicable law. 

4.  SDK Package, Fees, and Support 

4.1 Package and fees.  The contents of the SDK package, the applicable fees, hardware items, and delivery estimates are set out in the applicable Order, as published on the SDK Package page on Solos’ developer website. SDK access, including access to applicable APIs, is provided upon purchase. Hardware delivery timelines depend on stock availability and lens requirements.

4.2 Non-refundable.  All SDK purchases are non-refundable. Any unused support services expire at the end of the applicable support period. 

4.3 Initial support period.  The initial purchase includes one (1) year of technical support and software updates, provided through the support channel and during the hours specified in the Order, beginning on the date of purchase. 

4.4 Perpetual license for delivered version; renewal.  The license to use the SDK version provided is perpetual for that version, subject to Developer’s continued compliance with these Terms and to Section 14. After the initial support period, Developer may:

(a) continue using the delivered SDK version and the Applications developed with it, without further updates or support;

or (b) extend support to receive ongoing technical support and software updates, including future Solos Smartglasses versions, for the renewal fee specified in the Order.

5.  Confidentiality 

5.1 Definition.  “Confidential Information” means the Licensed Technology, the SDK, the Documentation, SDK Data, any pre-release or non-public information, and any other information disclosed by Solos that is marked or that a reasonable person would understand to be confidential, together with Developer’s deliverables, test code, and documentation created using the Licensed Technology. 

5.2 Obligations.  The receiving party shall (a) use the disclosing party’s Confidential Information only as necessary to exercise its rights and perform its obligations under these Terms, (b) not disclose it to any third party except to employees and contractors who have a need to know and who are bound by confidentiality obligations consistent with this Section, and (c) protect it using at least reasonable care. 

5.3 Exclusions.  Confidential Information does not include information that is or becomes public through no fault of the receiving party, was rightfully known to it without obligation of confidentiality, is independently developed without use of the Confidential Information, or is rightfully received from a third party without restriction. A party may disclose Confidential Information if required by law, provided it gives reasonable prior notice where legally permitted. 

5.4 Duration.  The obligations in this Section apply during the term and for five (5) years after termination or expiry, except that Confidential Information that constitutes a trade secret remains protected for as long as it qualifies as a trade secret under applicable law. 

5.5 Separate NDA.  Solos may require a separate non-disclosure agreement for specific engagements; any such agreement supplements, and does not replace, this Section unless it expressly states otherwise. 

6.  Developer Responsibilities 

6.1 Developer represents that it has the technical capability to undertake the integration of the Licensed Technology and is responsible for the development, testing, deployment, and support of its Applications. 

6.2 Developer may use contractors to exercise its rights under these Terms, provided that each contractor is bound by written confidentiality and use obligations at least as protective as those in these Terms. Developer remains fully responsible for the acts and omissions of its contractors and for any breach of these Terms by them. 

7.  Privacy and Data Protection 

7.1 Developer is solely responsible for its collection and processing of data from its own end users. Developer shall comply with all applicable data-protection and privacy laws, including the Hong Kong Personal Data (Privacy) Ordinance and, where applicable, the EU/UK General Data Protection Regulation and U.S. state privacy laws. 

7.2 Developer shall maintain a publicly accessible, legally compliant privacy policy, and shall obtain all notices, consents, and authorizations required to collect, use, and process end-user data through its Application, in particular for camera, microphone, image, and location data captured through the Solos Smartglasses. 

7.3 Developer shall implement and maintain reasonable administrative, technical, and physical safeguards appropriate to the nature of the data it processes. 

8.  Intellectual Property; Feedback 

8.1 Solos IP.  Solos and its licensors own all right, title, and interest in and to the Licensed Technology, the SDK, the Documentation, and all related intellectual property rights. Except for the limited license expressly granted in these Terms, no ownership or other rights are transferred to Developer. 

8.2 Developer’s Application.  As between the parties, Developer owns the Application it develops, excluding the Licensed Technology and any Solos materials, software, or intellectual property incorporated in or required to operate the Application. 

8.3 Feedback.  If Developer provides Solos with any suggestions, ideas, enhancement requests, or other feedback relating to the Licensed Technology (“Feedback”), Developer grants Solos a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable license to use, reproduce, modify, and otherwise exploit such Feedback for any purpose, without restriction or obligation to Developer. This Section does not assign or transfer Developer’s ownership of its underlying intellectual property. 

9.  Attribution and Trademark Use 

9.1 Required attribution.  Developer shall include the following statement, or a substantially similar statement approved by Solos in writing, in a reasonably prominent location within the “About,” “Settings,” or credits screen of any Application, and in the app-store or product listing for that Application: “Powered by Solos SDK. Designed for use with Solos Smartglasses.” 

9.2 Trademark use; brand guidelines; limited license.  Except as expressly permitted under Section 9.1, Developer must obtain Solos’ prior written approval before using any Solos name, logo, trademark, or branding material. Any such use must also comply with any brand and trademark usage guidelines that Solos may publish or make available from time to time. Solos grants Developer a limited, non-exclusive, revocable, royalty-free license to use the “Solos” word mark solely to provide the attribution required under Section 9.1. All goodwill arising from such use inures solely to Solos.

9.3 Logos and co-marketing.  Use of any Solos logo, any statement implying endorsement, certification, sponsorship, or partnership by Solos, and any joint, co-branded, or comparative marketing, press release, or promotional activity, each require Solos’ prior written approval. 

9.4 No implied endorsement.  Nothing in this Section grants Developer any right to represent that its Application or products are endorsed, certified, tested, or warranted by Solos. 

10.  Warranty Disclaimer 

10.1 Developer acknowledges that the SDK may be incomplete, experimental, or contain bugs or errors. THE SDK AND THE LICENSED TECHNOLOGY ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. 

10.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOLOS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SDK WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR WILL MEET DEVELOPER’S REQUIREMENTS. 

11.  Limitation of Liability 

11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

11.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOLOS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY DEVELOPER FOR THE SDK IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 

11.3 The limitations in this Section reflect the allocation of risk between the parties and apply notwithstanding the failure of any limited remedy. They do not limit liability that cannot be excluded or limited under applicable law. 

12.  Indemnification 

12.1 Developer shall defend, indemnify, and hold harmless Solos and its affiliates, and their respective officers, directors, and employees, from and against any third-party claims, and any resulting losses, damages, liabilities, costs, and reasonable legal fees, arising out of or relating to: (a) Developer’s Application or products; (b) Developer’s breach of these Terms; (c) Developer’s violation of any applicable law, including data-protection or privacy law; (d) Developer’s collection, use, or handling of end-user data; or (e) Developer’s unauthorized or improper use of the Licensed Technology. 

12.2 Procedure. Solos shall (a) promptly notify Developer of the claim, (b) give Developer control of the defense and settlement, and (c) provide reasonable cooperation at Developer’s expense. Solos may participate in the defense with its own counsel at its own cost. Developer shall not settle any claim in a manner that imposes any obligation, payment, or admission of fault on Solos without Solos’ prior written consent. 

13.  Compliance with Laws; Export Controls 

13.1 Developer shall comply with all laws applicable to its use of the Licensed Technology and its Applications. 

13.2 Developer shall not export, re-export, or use the Licensed Technology in violation of any applicable export-control or economic-sanctions laws, and shall not make it available to any person or in any jurisdiction prohibited under such laws. 

14.  Term and Termination 

14.1 Term.  These Terms take effect on the Effective Date and continue until terminated in accordance with this Section. 

14.2 Termination for convenience.  Either party may terminate these Terms for convenience on thirty (30) days’ prior written notice. 

14.3 Termination for breach.  Either party may terminate these Terms immediately on written notice if the other party materially breaches them and fails to cure the breach within thirty (30) days after receiving written notice of it. 

14.4 Effect of termination.  On termination or expiry, Developer shall cease using the Licensed Technology (except as preserved under Section 14.5), and shall return or delete the SDK and Solos’ Confidential Information; Solos may revoke access to the SDK and related services. 

14.5 Surviving perpetual license.  If these Terms expire or are terminated for any reason other than by Solos for Developer’s uncured material breach, the perpetual license for the SDK version already delivered and the Applications already developed survives, without any right to further updates or support. If Solos terminates these Terms for Developer’s uncured material breach, all licenses (including the perpetual license) terminate and Developer shall delete all SDK materials in its possession. 

14.6 Survival.  Sections 5 (Confidentiality), 7 (Privacy and Data Protection), 8 (Intellectual Property; Feedback), 10 (Warranty Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), 17 (Governing Law; Dispute Resolution), and 18 (Miscellaneous), together with any accrued payment obligations, survive termination or expiry. 

15.  Relationship of the Parties 

15.1 The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, franchise, exclusivity, or employment relationship, and are solely for SDK development and integration. Neither party may bind the other. 

16.  Modifications to these Terms 

16.1 Solos may modify these Terms from time to time. Solos will post the updated Terms with a revised effective date and, for material changes, will provide reasonable advance notice by posting and/or by email to Developer. Changes apply prospectively. Developer’s continued access to or use of the SDK after the effective date of the change constitutes acceptance of the modified Terms; if Developer does not agree, Developer must stop using the SDK. 

17.  Governing Law; Dispute Resolution 

17.1    These Terms are governed by the laws of the Commonwealth of Massachusetts, United States of America, without regard to its conflict-of-laws rules.

17.2     Any dispute arising out of or relating to these Terms shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the seat of arbitration in Boston, Massachusetts, and the language of arbitration in English. Judgment on the award may be entered in any court of competent jurisdiction.

18.  Miscellaneous 

18.1 Assignment.  Developer may not assign or transfer these Terms, in whole or in part, without Solos’ prior written consent. Solos may assign these Terms to an affiliate or to a successor in connection with a merger, acquisition, or sale of assets. Any prohibited assignment is void. 

18.2 Notices.  Notices to Solos must be sent to SDK@solosglasses.com and to Solos Technology Limited, Unit 211, 2/F, Photonics Centre, Hong Kong Science Park, Hong Kong. Notices to Developer may be sent to the email or address provided during registration. Notices are effective on receipt.

18.3 Force majeure.  Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, civil unrest, labor disputes, failures of suppliers or telecommunications, or governmental action. 

18.4 Severability.  If any provision of these Terms is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. 

18.5 Entire agreement.  These Terms, together with the applicable Order and any document expressly incorporated by reference, constitute the entire agreement between the parties regarding the SDK and supersede all prior or contemporaneous understandings on that subject. 

18.6 No waiver.  A party’s failure to enforce any provision is not a waiver of its right to do so later. 

18.7 No third-party beneficiaries.  These Terms do not confer any rights on any person who is not a party to them. 

18.8 Headings.  Headings are for convenience only and do not affect interpretation.