Addendum for Custom Connectors

This Addendum explains Terms additional to our Standard Terms and Conditions that Custom Connectors are subject to.

Introduction

By using any Connectorly Custom Connector, you are accepting and agreeing to the terms and conditions set out in this Addendum in addition to our Standard Terms and Conditions. We’ve done our best to explain it all without using too much jargon, so it’s clear what we expect from you and what you can expect from us. These are your legal rights and obligations, so please read everything. If you can’t agree to our terms, then you can’t use our services. If you still have questions or comments after you’ve read these terms, please get in touch with us using the chat feature on our website at https://connectorly.io.

Definitions

You and Connectorly:

When we say you or your, we mean both you and any entity or firm you’re authorised to represent. When we say Connectorly, we, our or us, we’re talking about Connectorly Limited, a company incorporated in England and Wales with registration number 14669881.

A Custom Connector (aka Private Connector) is an application using the Connectorly Platform that has been built specifically to your requirement and documented and agreed in the Custom Connector Specification. A separate agreement covers (amongst other things) the fees and timescales for the creation of the Custom Connector Specification and any subsequent build of the agreed Custom Connector.

Agreement means our standard Terms and Conditions at https://connectorly.io/termsandconditions/ as updated or amended from time to time and this Addendum including any Schedules, and any amendments to this Agreement from time to time;

API means the application programming interface for the Custom Connector services defined by us and made available by us to you;

Business Day means any weekday other than a bank or public holiday in England;

Business Hours means the hours of 09:00 to 17:00 GMT/BST on a Business Day;

Charges means:

• the Subscription fee payable during the Term by you to us to host the Custom Connector on our Platform;
• any Support Services fees payable by you to us so that we may help with the identification and resolution of any issues that are not Custom Connector Defects;
• any fees agreed for changes you ask us to make to the Custom Connector and we agree to design or implement;
• any other fees or charges we may agree to from time to time.

Documentation means the Custom Connector Specification and any documentation for the Custom Connector produced by us, including ticket responses and online help documentation at https://help.connectorly.io and made available to you;

Custom Connector Defect means a defect, error or bug having an adverse effect on the appearance, operation, functionality, or performance of the Custom Connector, but excluding any defect, error or bug caused by or arising as a result of:

(a)       any act or omission by you or any person authorized by you to use the Custom Connector;

(b)       any use of the Custom Connector contrary to the Documentation, whether by you or by any person authorized by you;

(c)        a failure by you to perform or observe any of your obligations in this Agreement;

(d)       an incompatibility between the Custom Connector and any other system, network, application, program, hardware or software not specified as compatible in the Custom Connector Specification;

(e)       an incompatibility between the Custom Connector caused by a change in any other system, network, application, program, hardware or software specified as compatible in the Custom Connector Specification;

Custom Connector Specification means the specification and design for the Custom Connector set out in the approved document(s) between us;

Intellectual Property Rights means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

Platform means the platform managed by us and used by us to provide our Connector and Custom Connector services, including the application and database software, the system and server software, the hardware we directly manage and any 3^rd party provided services we contract with and rely on to provide our services.

Schedule means any schedule attached to the main body of this Agreement;

Services means any services we provide, or have an obligation to provide to you, under this Agreement;

Support Services means support in relation to the use of, and the identification and resolution of issues in, the Custom Connector;

Supported Web Browser means the current release from time to time of Microsoft Edge, Google Chrome or Apple Safari;

Term means a Subscription period of at least one year which thereafter may be terminated in accordance with our standard Terms and Conditions.

User Interface means the interface for the Custom Connector designed to allow individual human users to access and use its services.

License

1. We hereby grant you a worldwide, non-exclusive, non-assignable license to use the Custom Connector during the Term which is subject to the following limitations:
   • the User Interface may only be used through a Supported Web Browser;
   • the User Interface may only be used by your officers, employees, agents and subcontractors;
   • where provided, the API may only be used by an application or applications approved by us in writing and controlled by you.
2. Except to the extent expressly permitted in this Addendum or required by law on a non-excludable basis, the license granted by us to you is subject to the following prohibitions:
   • you must not sub-license your right to access and use the Custom Connector;
   • you must not permit any unauthorized person or application to access or use the Custom Connector;

Support

3. We provide Support Services and will resolve Custom Connector Defects in line with our other services during the Term.
4. For assistance with issues that are not Custom Connector Defects, you will need to purchase support hours in blocks as detailed below:

5. Purchased support hours are valid for 12 months from purchase and expire thereafter. Discounts automatically applied on your selected block.

Any purchased support is provided during Business Hours.

Change Requests

6. During the Term, you may ask us to make changes to the Custom Connector.
7. We will evaluate the impact of the change and may provide you with the cost to make the change, or where this is not possible, the cost to design an agreed solution to make the change.
8. We are under no obligation to cost, design or implement any change you request of us.

Intellectual Property

9. For the avoidance of doubt, you have no right to access the software code (including object code, intermediate code, and source code) of the Custom Connector, either during or after the Term.

No assignment of Intellectual Property Rights

10. Nothing in this Addendum shall operate to assign or transfer any Intellectual Property Rights from us to you, or vice versa.

Effective Date: 30 Jun 2023