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Version 1.1

This Solace API License Agreement Version 1.1 (“Agreement”) sets forth the terms and conditions on which Solace Corporation (“Solace”) makes available certain of its APIs (defined below).

BY INSTALLING, DOWNLOADING, ACCESSING, OR USING ANY OF THE APIs, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO SUCH TERMS AND CONDITIONS, YOU MUST NOT USE THE APIs. IF YOU ARE RECEIVING THE APIs ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE ACTUAL AUTHORITY TO AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF SUCH ENTITY.

“API” means a collection of routines, classes, function parameters, protocols, tools, and software (including related libraries) created by Solace that allow access to or interoperability with Solace products, as may be updated or modified by Solace from time to time.

“Application” means the software created or modified by the Licensee to enable its product to access or otherwise interoperate with Solace products via an API.

“License” means the license granted in Section 1.1.

“Licensee” means you, an individual, or the entity on whose behalf you are receiving the Software.

  1. LICENSE GRANT AND CONDITIONS.
    1. License. Subject to the terms and conditions of this Agreement, Solace hereby grants to Licensee a non-exclusive, royalty-free, worldwide, non-transferable, non-sublicensable, license during the term of this Agreement to (a) use APIs for the sole purpose of creating Applications including the incorporation of API software into such Applications and (b) distribute such Applications to its customers for the sole purpose of enabling interoperability between Licensee products and Solace products.
    2. Conditions. In consideration of the License, Licensee’s use and distribution of Applications is subject to the following conditions:
      1. Licensee shall not use or attempt to use the APIs (a) in violation or contravention of any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions or (b) other than as expressly set forth in this Agreement.
      2. Licensee acknowledges that future updates or modifications to the APIs by Solace may: (a) remove or restrict previously existing functionality and/or (b) require the Licensee to update or modify its Applications.
      3. In any distribution of the Applications, Licensee will retain and reproduce in their entirety any Solace or third-party disclaimers, copyright notices, licenses, and other proprietary notices provided with the APIs. Licensee will ensure that any API software incorporated into the Application will remain subject to the terms and conditions set out in this Agreement.
      4. Licensee shall not reverse engineer, disassemble, decompile, translate, or otherwise attempt to derive the source code version of any API software provided in object code form, except if and only to the extent expressly permitted by applicable law, and provided that Licensee first approaches Solace and seeks permission in writing.
    3. Publicly Available Software. The APIs may include software programs that are distributed by Solace pursuant to the terms and conditions of a license granted by the copyright owner of such software programs and which governs Licensee’s use of such software programs (“Publicly Available Software”). The Licensee’s use of Publicly Available Software in conjunction with the APIs in a manner consistent with the terms of this Agreement is permitted, however, the Licensee may have broader rights under the applicable license for Publicly Available Software and nothing contained herein is intended to impose restrictions or limitations on the Licensee’s use of the Publicly Available Software.
  2. TERM AND TERMINATION.

    This Agreement will commence upon Licensee’s first use of an API and will continue unless and until earlier terminated as set forth herein. If Licensee breaches any of its conditions or obligations under this Agreement, this Agreement and the License will terminate automatically and permanently.

  3. INTELLECTUAL PROPERTY.

    As between the parties, Solace will retain all right, title, and interest in the APIs, and all intellectual property rights therein. Solace hereby reserves all rights not expressly granted to Licensee in this Agreement. Solace hereby reserves all rights in its trademarks and service marks, and no licenses therein are granted in this Agreement. Subject to Solace’s rights in the APIs, Solace agrees that it obtains no right, title, or interest from the Licensee under this Agreement in or to any Applications.

  4. DISCLAIMER.

    THE APIs ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. SOLACE HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, WITH RESPECT TO THE APIs.
     

  5. LIMITATION OF LIABILITY.

    THE LICENSEE AGREES THAT SOLACE WILL HAVE NO LIABILITY WHATSOEVER FOR ANY USE THE LICENSEE MAKES OF THE APIs. SOLACE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR DIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT. THE FOREGOING SHALL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

  6. GENERAL.
    1. Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the Province of Ontario, without reference to its conflict of laws principles. If Licensee is located within Canada, all disputes arising out of this Agreement are subject to the exclusive jurisdiction of courts located in Ottawa, Ontario, Canada. If Licensee is located outside of Canada, any dispute, controversy, or claim arising out of or relating to this Agreement will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The tribunal will consist of one arbitrator. The place of arbitration will be Ottawa, Ontario, Canada. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
    2. Assignment. Licensee is not authorized to assign its rights under this Agreement to any third party. Solace may freely assign its rights under this Agreement to any third party.
    3. Other. This Agreement is the entire agreement between the parties regarding the subject matter hereof. No amendment or modification of this Agreement will be valid or binding upon the parties unless made in writing and signed by the duly authorized representatives of both parties. If any provision, including without limitation any condition, of this Agreement is held to be unenforceable, this Agreement and all licenses and rights granted hereunder will immediately terminate. Waiver by Solace of a breach of any provision of this Agreement or the failure by Solace to exercise any right hereunder will not be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.


Version 1.1
November 2, 2023