Custom Development Addendum

Last Updated: 28 July 2023

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

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 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 Subscription 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 subscription plan with us.
  • Termination of Rights upon Plan Cancellation: Should you cancel your subscription 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 subscription 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.