SPEKIT API LICENSE AGREEMENT

This API License Agreement (“Agreement”) governs the implementation and use of the APIs and API Specification of Spekit Inc. and/or its affiliates (“Spekit”) to allow a Software Application to interoperate with the Spekit Platform. The Spekit APIs include the Spekit MCP Server and any Model Context Protocol interface Spekit makes available, and this Agreement governs their implementation and use, whether accessed by an individual user, a Service Account, or an Agent. If You are entering into this Agreement on behalf of an organization, You represent You have the authority to bind Your organization. By clicking a button denoting acceptance, or by implementing, downloading or otherwise accessing the Spekit APIs (including by enabling or using the Spekit MCP Server), You agree to be legally bound by this Agreement. For customers of Spekit who have a Terms of Service, Master Services Agreement or similar agreement (“TOS”) in effect, this Agreement governs such customer’s use of the Spekit APIs. This Agreement may change from time to time; when Spekit makes changes, it will update the “Last updated” date above.

1. Definitions

“API Limits” means restrictions (e.g., rate limits and concurrency limits) to Your API calls.

“Application Programming Interface” or “API” means a collection of routines, classes, function parameters, protocols, webhooks, related libraries and other instructions provided in Source Code or Object Code form.

“API Specification” means a written description or definition of the routines, classes, function parameters, protocols, webhooks, related libraries and other instructions that allow a Software Application to interoperate with the Spekit Platform.

“Agent” means an autonomous or semi-autonomous software process or AI Client that accesses the Spekit APIs, including where it operates other than in real time on behalf of an individual user.

“AI Client” means any third-party AI-powered application, assistant, model, or agent that You connect to the Spekit Platform through the Spekit MCP Server. An AI Client is a Software Application that You select and control; it is not provided, selected, endorsed, or controlled by Spekit, and is not a Spekit subcontractor or sub-processor.

“Feedback” means suggestions or comments You provide to Spekit related to Spekit products or future products.

“MCP” or “Model Context Protocol” means the open protocol that enables AI applications to connect to external data sources and tools. “Spekit MCP Server” means the MCP server endpoint(s) Spekit makes available that permit an AI Client, user, Service Account, or Agent to query, retrieve, or act on data and content in the Spekit Platform. The Spekit MCP Server is a Spekit API for all purposes under this Agreement.

“Object Code” means Source Code that has been interpreted, compiled or otherwise translated into machine readable form.

“Order Form” means an ordering document or online order executed or accepted by You that references this Agreement or a Master Services Agreement, and that may enable features (including agentic or non-seat access) and specify Usage Units, Usage Allowances, fees, service levels, and other terms.

“Service Account” means a non-human credential or identity, authorized by Customer, used to authenticate access to the Spekit APIs (including by an Agent).

“Software Application” means software in Object Code or Source Code form that accesses or otherwise interoperates with the Spekit Platform via the Spekit APIs, including any AI Client or Agent connected via the Spekit MCP Server.

“Source Code” means computer code in a human readable form that has not been interpreted or compiled.

“Spekit 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 allow access to or interoperability with the Spekit Platform by a Software Application, Hardware, or third party platforms or services.

“Spekit Platform” means (a) Spekit’s websites (mobile or localized versions and related domains and subdomains); and (b) Spekit’s software and services.

“Use” means a right to perform or reproduce (as defined under 17 U.S.C. § 101 et seq.) but does not include any right of sublicense or distribution.

“Usage Allowance” means the volume of Usage Units, if any, included under an Order Form. “Usage Unit” means the unit by which Spekit measures use of the Spekit APIs or the Spekit MCP Server (e.g., requests, calls, tokens, connected clients, or actions), as specified in an Order Form.

“You” or “Your” means you, the person entering into this Agreement or, if entering on behalf of an organization, that organization.

2. Licenses and Restrictions

A. Spekit API License. Subject to this Agreement, Spekit grants You a world-wide, revocable, non-exclusive license, under Spekit copyrights, to Use the Spekit APIs to facilitate interoperability of the Spekit Platform and the Software Application, provided You adhere to the API Limits and do not attempt to circumvent them.

B. Spekit API Specification License. Spekit grants You a world-wide, non-exclusive, royalty-free, revocable license, under Spekit copyrights, to Use the API Specification to enable interoperability between the Software Application and the Spekit Platform.

C. Feedback License to Spekit. If You provide Feedback, You grant Spekit a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, distribute, and otherwise exploit the Feedback and any Improvement derived from it, with no obligation to You.

D. API License Restrictions. Spekit retains legal title to the Spekit APIs and You will not delete or alter proprietary notices. You agree: (i) no right to commercially perform, distribute, or sublicense the Spekit APIs is granted; (ii) no right to distribute, publicly display, or create derivatives of the Spekit APIs; and (iii) the Spekit APIs will not be used to access a service other than the Spekit Platform. Spekit may limit the number and/or frequency of API requests, or any use that could damage, disable, overburden, impair or interfere with the Spekit Platform. Spekit may establish and modify API Limits (including limits specific to the Spekit MCP Server) from time to time. Except to the extent an Order Form specifies Usage Allowances, fees, or overages, use of the Spekit APIs is provided at no additional charge; where an Order Form specifies them, those terms govern under Section 2.G.

E. API Specification License Restrictions. Spekit retains legal title to the API Specification. You will not make an unreasonable number of reproductions, and no right to distribute, sublicense, publicly display, or create derivatives of the API Specification is granted.

F. Model Context Protocol (MCP).

(i) Access and scope. The Spekit MCP Server is a Spekit API governed by this Agreement. Access is available: (a) to licensed Authorized Users, limited to actions and content each Authorized User is permitted to access through the Spekit Platform directly, subject to the same permissions and roles; and (b) to Service Accounts, Agents, and other non-seat or automated access to the extent enabled under an Order Form. Access that is neither within (a) nor enabled under an Order Form is not authorized.

(ii) Customer-directed disclosure. When an AI Client, user, Service Account, or Agent connected via the Spekit MCP Server requests data, You are directing Spekit to disclose that data to the recipient You have connected. Spekit’s obligations apply to data while held by Spekit; once data is disclosed at Your direction, Spekit is not responsible for, and does not monitor, its subsequent access, use, processing, retention, disclosure, or training.

(iii) Your responsibility for AI Clients and Agents. You are solely responsible for each AI Client and Agent You connect, including its actions and outputs, reviewing and accepting its terms and data practices, and confirming You are permitted to disclose the data retrieved and to take the actions performed. No AI Client or Agent is a Spekit sub-processor. Spekit makes no representation or warranty regarding any AI Client or Agent or its outputs, and output or actions generated by an AI Client or Agent are not Spekit’s output.

(iv) Restricted data. You will not use the Spekit MCP Server to access or disclose any category of data restricted under Your Master Services Agreement, the Data Processing Agreement, or the AI Addendum.

(v) Data protection. For customers with a Data Processing Agreement (“DPA”) in effect, the DPA continues to govern the processing of personal data, and Your configuration of an MCP connection constitutes a documented processing instruction under the DPA.

(vi) Usage. Except to the extent an Order Form specifies Usage Allowances, fees, or overages for the Spekit MCP Server, Your MCP usage must be consistent with the volume and pattern of ordinary use of the Spekit Platform by a licensed user, and Spekit may rate-limit, throttle, or suspend any connection that materially exceeds such use, including sustained automated or Agent-driven volumes, or that affects the security or stability of the Spekit Platform. Where an Order Form specifies Usage Allowances, fees, or overages, Section 2.G governs and this fair-use standard does not limit usage within the purchased Usage Allowance.

G. Usage-Based Fees, Allowances, and Metering.

This Section applies only to the extent an Order Form specifies Usage Units, Usage Allowances, fees, or overages for the Spekit APIs or the Spekit MCP Server. Absent such an Order Form, use is provided at no additional charge and this Section does not apply.

(i) Fees and allowances. You will pay the fees for the Usage Units and Usage Allowances specified in the applicable Order Form. Usage above the Usage Allowance is billed at the overage rate in the Order Form or, if none, at Spekit’s then-current rates, unless the Order Form specifies throttling or a hard cap instead.

(ii) Measurement. Usage as measured by Spekit’s systems is the authoritative basis for billing. Spekit will make usage data available to You (for example, through usage reporting or dashboards). You may dispute an invoice in good faith within thirty (30) days of the invoice date; absent timely dispute, invoices are deemed accepted.

(iii) Spend controls. Where an Order Form provides for usage-based fees, the Order Form may specify usage caps, alerts, or spend limits. Spekit is not liable for usage or fees incurred by Your users, Service Accounts, or Agents within the parameters You configure.

(iv) Non-payment. If undisputed fees are overdue, Spekit may suspend or throttle access to the Spekit APIs and the Spekit MCP Server on notice, without affecting the underlying Services under the Master Services Agreement. Taxes are handled as set forth in the Master Services Agreement or the Order Form.

3. Warranty, Disclaimer, Indemnity, and Limitation of Liability

A. Limitations. You represent and warrant that You have not and will not attempt to modify or reverse engineer the Spekit APIs, and will not, without Spekit’s written consent, distribute a set of APIs or a development kit based on or a modification of the Spekit APIs.

B. Responsibilities. You are responsible for securely storing Spekit API credentials. You further agree not to: (i) Use the Spekit API in a manner that could damage, disable, overburden or impair it; (ii) introduce any virus or other harmful material; (iii) circumvent access or usage limits; (iv) Use another’s account without authorization; or (v) Use the Spekit API in violation of law or third-party rights. With respect to the Spekit MCP Server, You further agree to: (vi) authenticate each connection to an individual Authorized User or to a Service Account authorized by You, and not share credentials except through a Service Account You control; (vii) promptly revoke connections and Service Account credentials upon personnel departure or when no longer needed; (viii) remain responsible for all activity of Your users, Service Accounts, and Agents as if performed by You; and (ix) not connect an AI Client or Agent, or permit MCP usage, that circumvents any limit in Your Master Services Agreement or the Spekit Acceptable Use Policy.

C. Branding. Unless separately negotiated, no license to use Spekit trademarks, logos, or word marks is provided.

D. Disclaimer of Warranties. The Spekit APIs and API Specification are provided “AS IS,” without warranty of any kind, and may not be functional on any machine or in any environment. Spekit makes no representations or warranties regarding suitability or the integrity of data You transmit, obtain or receive through the Spekit APIs, and is not obligated to maintain or support the Spekit APIs. You assume all risks arising from use of the Spekit APIs, including damage to Your systems, corruption or loss of data, and compliance with applicable laws (including privacy and data protection). This disclaimer applies to the Spekit APIs and the API Specification (including the Spekit MCP Server) as such. It does not limit or waive Spekit’s data protection and security obligations under the Data Processing Agreement, which continue to apply to Customer Data while held by Spekit, or Spekit’s warranties and obligations for the underlying Services under the Master Services Agreement. Except as an Order Form or the Service Level Agreement expressly provides, the Spekit APIs and the Spekit MCP Server are excluded from any service level commitment.

E. Indemnity. You shall defend, indemnify and hold harmless Spekit, 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 (a) the Software Application, (b) any integrations you create using the Spekit APIs, (c) your use of the Software Application or the Spekit APIs, or (d) your violation of applicable laws. For clarity, “Software Application” includes any AI Client or Agent You connect via the Spekit MCP Server, and this indemnity extends to claims arising from that AI Client or Agent, from its actions and outputs, and from data disclosed to it at Your direction. The Parties will comply with standard indemnification procedures (prompt notice, Your control of defense, and reasonable assistance at Your cost).

F. Limitation of Liability. For any party that has a Master Services Agreement in effect with Spekit, the limitations of liability and exclusions of damages set forth in that Master Services Agreement govern all claims arising out of or relating to this Agreement, the Spekit APIs, and the Spekit MCP Server. For any other user, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SPEKIT OR ITS LICENSORS BE LIABLE, UNDER ANY THEORY, FOR (I) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (II) ANY MATTER BEYOND ITS REASONABLE CONTROL; OR (III) ANY DIRECT DAMAGES IN THE AGGREGATE OVER $100.

4. Confidentiality

Confidential Information means (i) any Feedback You provide to Spekit; and (ii) any Spekit business or technical information disclosed to You in connection with this Agreement. It excludes information that is or becomes public other than by Your breach, is rightfully known to You without restriction, is independently developed by You, or is rightfully obtained from a third party without restriction. You will maintain Confidential Information in strict confidence, will not disclose it other than to a contractor who needs to know and agrees to comparable terms, and will not use it except as necessary to perform this Agreement.

5. Term and Termination

A. Term. This Agreement commences on the date You implement the Spekit APIs or the API Specification (including by enabling or using the Spekit MCP Server) and continues until terminated under Section 5.B or 5.C.

B. Termination for Convenience. Spekit may terminate this Agreement for any reason with thirty (30) days’ advance notice (or such longer notice as an Order Form specifies). You may terminate at any time by ceasing to Use the Spekit APIs and disabling Your Software Application’s access. Termination under this Section affects only Your license to and use of the Spekit APIs and the Spekit MCP Server, and does not terminate or modify the Master Services Agreement or Your subscription to the underlying Services. If Spekit terminates for convenience under this Section and You have prepaid fees for Spekit API or MCP usage, Spekit will refund the pro-rata portion of such prepaid fees for the terminated period.

C. Termination for Breach. Spekit may terminate immediately upon written notice if You breach this Agreement, and may reinstate access if You remedy the breach.

D. Emergency Suspension. If Your use may unduly disrupt Spekit’s delivery of the Spekit Platform to third parties, or if Spekit detects unauthorized access (an “Emergency”), Spekit may immediately suspend the offending use to the minimum extent and duration needed, and may reinstate it once resolved.

E. Survival. Upon termination, Your licenses under Sections 2.A and 2.B immediately terminate. Sections 2.C, 3, 4, and 6 survive termination, along with any accrued payment obligations under Section 2.G.

6. Miscellaneous

A. Injunctive Relief. You acknowledge a violation may cause irreparable harm to Spekit not adequately compensable by monetary damages, and that Spekit may seek immediate injunctive relief.

B. No Support. Unless otherwise agreed in writing or specified in an Order Form, Spekit is not responsible for providing support or maintenance for the Spekit APIs.

C. Export Laws. You agree to comply fully with all U.S. export laws and regulations applicable to the Spekit APIs and related technical data.

D. Integration; Order of Precedence. Unless otherwise agreed in writing, this Agreement constitutes the entire agreement regarding the subject matter hereof and supersedes prior agreements regarding the Spekit APIs. Notwithstanding the foregoing, for customers with a Master Services Agreement and Data Processing Agreement in effect, this Agreement governs use of the Spekit APIs (including the Spekit MCP Server); the Data Processing Agreement continues to govern the processing of personal data; the Master Services Agreement continues to govern the underlying Services; and an Order Form controls over this Agreement as to the features, Usage Units, Usage Allowances, fees, service levels, and notice periods it specifies. In the event of a conflict regarding the processing of personal data, the Data Processing Agreement controls.

E. Severability. If any provision is held unenforceable, the remainder continues in full force and that provision will be interpreted to effect the intent of the Parties.

F. Spekit’s Right of Modification. Spekit may change or substitute this Agreement at any time in its sole discretion. It will revise the “Last updated” date and may provide additional notice. Your continued use after modifications become effective constitutes acceptance, subject to a thirty (30) day Conformance Period (or shorter period specified in a Modification Notice) to adopt the most current version of the API.

G. Assignment. You may not assign this Agreement without Spekit’s prior consent. Spekit may assign it in its entirety without Your prior written consent.

H. Implied License and Estoppel. Nothing grants a license via implied license or legal estoppel beyond what is expressly granted, or waives Spekit’s intellectual property rights.

I. Governing Law; Notices. This Agreement is governed by the laws of Colorado, with exclusive jurisdiction and venue in the courts of Denver, Colorado. Notices to Spekit must be addressed to “Application Programming Interface License Agreement,” Spekit Inc., 3301 Lawrence Street Suite #1, Denver, CO 80205, with a copy to the General Counsel.

J. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship.

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