Market Data Commercial Use Addendum

This Commercial Use Addendum (the “Addendum”) is integrated into the Terms of Service Agreement as though directly included and pertains to the Customer’s utilization of Commercial Services, where relevant. In instances of discrepancies between the Terms of Use and this Addendum concerning the Customer’s use of Commercial Services, the stipulations of this Addendum take precedence. Unless explicitly stated in this Addendum, all provisions and conditions of the Terms of Service Agreement continue to be binding. Any term used in this Addendum, but not defined, will carry the definition provided in the Terms of Service.

Responsibilities with Respect to Exchanges, Securities Information Processors, and Data Vendors

As a user of our software, it is imperative to understand that we act solely as a software provider, giving you the technical means to access market data that originates on various market data platforms. The responsibility for ensuring compliance with the terms, conditions, and policies of these platforms and obtaining licenses for your end users’ use of market data rests entirely with you, the customer. Rules and regulations surrounding market data licensing can vary by jurisdiction and the Customer is required to take all necessary measures to ensure compliance in their jurisdiction.

• Compliance with Data Policies: Customers are required to adhere to the data policies set forth by their chosen securities information processors or market data licensors. This includes, but is not limited to, the proper use, redistribution, and display of the data.
• Licensing Requirements: Accessing data from these exchanges may necessitate specific licenses or agreements. It is the customer’s responsibility to obtain and maintain any required licenses or permissions to use the data.
• Reporting Obligations: Certain exchanges or licensors may require periodic reporting related to data usage, redistribution, or other relevant metrics. Customers are responsible for timely and accurate reporting as mandated by the respective exchange or licensor.
• Fees and Charges: While our software facilitates access to data, any associated fees or charges imposed by the exchanges or licensors for data access or usage are the responsibility of the customer.
• Updates and Changes: Exchanges and licensors may periodically update their terms, conditions, or data policies. Customers are responsible for staying informed about such changes and ensuring continued compliance.
• Liabilities and Disputes: We are not responsible for any disputes, claims, or liabilities that may arise between the Customer and the exchanges or licensors. Any such issues should be addressed directly with the respective exchange or licensor.

While our software may be used as a gateway to access data that originated at different exchanges, the onus of ensuring full compliance with all associated terms, conditions, and obligations lies with the Customer. We encourage all our Commercial Customers to familiarize themselves with the policies of the relevant exchanges and licensors.

Responsibilities with Respect to Broker API Agreements

As your service provider, we function purely as a facilitator, offering you the technological tools to interface with data sourced from different brokers and their API platforms. The onus of adhering to the stipulations, guidelines, and protocols of these brokers and platforms, as well as procuring the necessary approvals for your application’s use of end users’ account data, is your responsibility.

• Acknowledgment of Broker’s Terms: The Customer acknowledges that they have read, understood, and agreed to comply with all terms, conditions, and obligations set forth in the API agreements and developer program terms of the brokers We connect with on the Customer’s behalf.
• Sole Responsibility for Compliance: The Customer is solely responsible for ensuring that their use of the APIs, and any data or information obtained therefrom, complies with the terms and conditions of the broker’s API agreements and developer program terms. Any breach of these terms will be the sole responsibility of the Customer.
• No Liability for Breaches: Our Company, as a software development partner, facilitates access to the APIs but will not be held liable for any breaches of the broker’s API agreements by the Customer, including but not limited to misuse of customer data, data breaches, misuse of market data, or any other unauthorized activities.
• Indemnification: The Customer agrees to indemnify, defend, and hold harmless Our Company from and against any and all claims, damages, liabilities, costs, and expenses arising out of or related to any breach of the broker’s API agreements or developer program terms by the Customer or any user of the Customer’s application.
• No Responsibility for Broker’s Actions: Our Company is not responsible for any actions, decisions, or policies of the brokers. The Customer acknowledges that the brokers may change their API terms, restrict access, or take other actions at their discretion, and Our Company will not be held liable for any consequences arising from such actions.
• Disclaimer of Warranties: Our Company provides software development and integration services and facilitates access to the APIs “as is” and without any warranties, express or implied. Our Company disclaims all warranties, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Our Company does not warrant that our access to the broker APIs will be uninterrupted, error-free, or free from breaches of security.
• Limitation of Liability: In no event shall Our Company be liable for any direct, indirect, incidental, special, or consequential damages, or damages for loss of profits, revenue, data, or use, incurred by the Customer or any third party, whether in an action in contract or tort, arising from access to, or use of, the APIs or any other services provided by Our Company.

Ownership of Custom Development and Intellectual Property

During the Contract Period we may create custom modifications to our software, custom API endpoints, or accept custom software development projects that you request of us. These projects or custom modifications, depending on their scope, may or may not have an additional one-time or on-going fee in addition to the Commercial Use plan that we previously agreed upon.

• Proprietary Rights in Custom Development: Any custom API endpoints, modifications to existing endpoints, or any other bespoke software development performed by our company, regardless of its purpose or the party initiating the request, shall remain the exclusive property of our company.
• Intellectual Property Ownership: All intellectual property rights, including but not limited to copyrights, patents, trademarks, and trade secrets, in any custom development or modifications, are owned by our company. Even if the development or modification is commissioned by you and you are charged for it, the intellectual property remains with our company.
• Your Rights to Use and Distribute: Subject to your obligations towards Exchanges, Securities Information Processors, Brokers, or third-party market data vendors who may hold rights in any segment of the custom developments or modifications commissioned by you, we hereby grant you a non-exclusive license to utilize said custom developments or modifications for internal purposes or in dealings with your end users. This license pertains solely to the software development provided by us and does not encompass any additional licenses or permissions you may be mandated to secure from an Exchange, Broker, or Securities Information Processor. While our bespoke development may equip you with the technical means to access specific data, you expressly recognize and agree that supplementary licenses might be requisite for the utilization or redistribution of such data.
• Our Rights to Use and Distribute: We retain the unequivocal right to use, sell, license, distribute, or modify the same developments for any other clients or purposes. Your payment for custom development does not grant you exclusive rights to the development or its underlying intellectual property.
• No Transfer of Rights: No provision in this agreement or any other agreement between you and our company shall be construed to transfer, assign, or convey any intellectual property rights from our company to you or any third party.
• Dependency on Active Commercial Plan: The right to utilize any custom API endpoints, modifications, or bespoke software developments performed by our company is contingent upon you maintaining an active commercial plan with us.
• Termination of Rights upon Plan Cancellation: Should you cancel your commercial plan or if your plan is terminated due to non-payment or any other reason, your license to use any custom developments or modifications we have provided will be immediately revoked. You must cease all use of such custom developments and may not integrate, reproduce, distribute, or otherwise exploit these developments in any manner.
• No Entitlement Post-Termination: Post the termination or cancellation of your commercial plan, you will not be entitled to any access, updates, support, or any other benefits related to the custom developments, even if you had previously paid for or commissioned them.

Payment and Specifications for Custom Development

• Adherence to Initial Specifications: All one-time or on-going payments for custom development are based on the specifications mutually agreed upon at the time of contracting. We commit to delivering the custom development in accordance with these initial specifications.
• Modifications and Additional Fees: Any alterations, additions, or changes to the initial specifications, whether requested during the development process or after the completion of the project, will result in additional charges. These charges will be determined based on the nature and extent of the modifications requested.
• Refund Policy for Undelivered Features: If we fail to deliver the custom development as per the features and functionalities outlined in the agreed-upon specifications, you are entitled to a full refund of the charges paid for that specific development.
• Right to Cancel and Refund: We reserve the right to cancel and terminate any custom development project that we determine cannot be completed to the agreed-upon specifications. In such cases, we will provide a full refund of the charges paid by you for that project. Upon issuing the refund, our liability towards the project’s non-completion will be fully discharged, and we will not be held accountable for any further obligations or liabilities related to the project.

Commercial Use Data Processing Addendum

This Data Processing Addendum (“DPA”) forms part of the Terms of Use between you (“you”) and Market Data. This DPA reflects the parties’ agreement with respect to the processing of End User Data in accordance with relevant data protection laws.

Prohibition on Transmitting Personally Identifying Information

Personally Identifying Information encompasses (a) names or identifiers such as social security, tax documentation, passport, or driver’s license numbers (or any part of them); (b) complete credit or debit card details; (c) details related to employment, finances, health, genetics, or biometrics; (d) data on end users’ race, ethnicity, political stance, religious beliefs, union membership, sexual preferences, or criminal history; (e) credentials for accounts; or (f) any other data classified as “special data categories” in line with Relevant Data Protection Legislation.

You shall not transmit, provide, or otherwise make available to Market Data any Personally Identifying Information regarding your end users. Any violation of this provision shall be deemed a material breach of the Agreement.

Storage and Generation of End User Identifiers

Market Data will not store any Personally Identifying Information such as bank or securities account numbers. Instead, Market Data will provide automatically generated end user identifiers to associate data with end users. You must store these identifiers on your end and associate them with your respective end users.

Data Storage

Any end user account that has not been accessed for a period of 5 years may be purged by Market Data at its sole discretion. You acknowledge and agree to this data retention policy.

You expressly consent to the storage and transmission of end user data within the United States. You acknowledge that we may utilize third-party service providers for data storage, and such providers may be located within the United States.

Upon the conclusion of the Agreement, we will either return or erase all End User Data. However, this obligation does not extend to situations where we are mandated by law to keep all or part of the End User Data, or to data stored on backup systems.

Indemnification

You agree to indemnify, defend, and hold us harmless from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys’ fees) arising from or relating to any proceedings under Relevant Data Protection Legislation made against us concerning your use of our Services. This indemnification obligation includes, but is not limited to, any breach by you of the provisions of this DPA, your non-compliance with Relevant Data Protection Legislation, or any unauthorized or inappropriate use of our Services that leads to a violation of data protection rights or obligations.

Responsibility and Compliance with Data Protection Laws

All responsibilities concerning Data Protection Laws and the processing of Data Protection Laws requests rest solely with you. Market Data’s responsibility is limited to adding, modifying, or deleting the data stored via the APIs provided to you. Given that the Market Data does not and will not possess any end user personally identifiable information, you bear the entire responsibility for compliance with all applicable laws and regulations.

You are accountable for (a) adhering to Relevant Data Protection Legislation when using our Services and in your processing of Edge User Data, and (b) maintaining the authority to share or grant access to End User Data with us for processing, as outlined in the Terms of Use and this DPA. You’ll ensure that your directives align with Relevant Data Protection Legislation. It’s important to recognize that we are not tasked with identifying the laws or regulations pertinent to your operations, nor can we guarantee that our Services consistently meet those legal standards. You must ensure that when we process End User Data based on your guidelines, it doesn’t put us in breach of any laws or regulations, including Relevant Data Protection Legislation.

Relevant Data Protection Laws

You acknowledge your responsibility to remain compliant with the following data protection statutes and regulations, as relevant based on your end users’ locations:

• Europe:
  • The General Data Protection Regulation (Regulation 2016/679) issued by the European Parliament and the Council, which focuses on the safeguarding of natural persons in relation to personal data processing and the unobstructed flow of such data, commonly referred to as the “EU GDPR”.
  • The Electronic Communications Data Protection Directive (Directive 2002/58/EC), which addresses the handling of personal data and the preservation of privacy in the electronic communications sector.
  • The UK’s Data Protection Act of 2018, combined with the Data Protection, Privacy, and Electronic Communications (Modifications Etc.) (EU Exit) Regulations from 2019, colloquially known as the “UK GDPR”.
  • The Data Protection Act from Switzerland, commonly termed the “FADP”.
• North America:
  • The amended California Consumer Privacy Act, inclusive of the California Privacy Rights Act from 2020 and its associated regulations, abbreviated as the “CCPA”.
  • The Personal Information Protection and Electronic Documents Act from Canada, or “PIPEDA”.
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  • New York’s Stop Hacks and Improve Electronic Data Security Act, abbreviated as the “SHIELD Act”.
  • Nevada’s Privacy of Information Collected on the Internet from Consumers Act, as outlined in the Nevada Revised Statutes Chapter 603A.
  • Virginia’s Consumer Data Protection Act, termed the “VCDPA”.
• South America:
  • Brazil’s primary data protection legislation, the General Data Protection Law, or “LGPD”, as outlined in Federal Law no. 13,709/2018.
  • Argentina’s Personal Data Protection Law (Ley N° 25.326).
  • Colombia’s Statutory Law 1581 of 2012 on the Protection of Personal Data.
  • Chile’s Law No. 19.628 (also known as the Chilean Data Protection Law or “CDPL”).
  • Uruguay’s Law No. 18.331 on the Protection of Personal Data and Habeas Data Action.
  • Peru’s Law No. 29733, the Personal Data Protection Law.
• Asia-Pacific:
  • Singapore’s Personal Data Protection Act, enacted in 2012 as Act No. 26 of 2012, is commonly referred to as the “PDPA”.
  • Australia’s Privacy Act, established in 1988 and subsequently updated, is widely known as the “Australian Privacy Law”.
  • New Zealand introduced the Privacy Act 2020, which sets provisions for individual privacy protection and regulates the collection, access, storage, and utilization of personal data.
  • India’s Information Technology Act from 2000 encompasses the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules of 2011, guiding the management and use of personal data.
  • Japan’s Act on the Protection of Personal Information, (“APPI”), dictates the processing and utilization of personal data.
  • South Korea’s Personal Information Protection Act, (known as “PIPA”), alongside the Act on Promotion of Information and Communications Network Utilization and Information Protection, referred to as the IT Network Act.
  • The Philippines Data Privacy Act of 2012, ensuring the safeguarding of personal information across information and communications systems.
  • Malaysia’s Personal Data Protection Act from 2010 (frequently termed the “PDPA”), which oversees the processing of personal data in commercial contexts.

You also acknowledges the need to adhere to any other pertinent privacy laws or regulations that pertain to the processing of End User Data as per the terms of the Agreement.