TERMS AND CONDITIONS

 

 

These terms and conditions (“Agreement”) form a binding legal contract between you (either an individual or a legal entity, in which case you represent and warrant that you have the legal authority to bind such entity to the terms of this Agreement) (“Customer”) and Pika, a DBA of Percolata Corporation, a Delaware corporation located at 3790 El Camino Real, #2012, Palo Alto, CA 94306, USA, collectively known as the (“Parties”). The parties agree as follows.

1. GLOSSARY

“Customer Data” means all data, content, material, and other information provided by or on behalf of Customer to Pika or otherwise transmitted or uploaded into the Service or as may be generated based upon Customer’s usage of the Services.

“Customer Information” means any Customer’s nonpublic information, as applicable, provided to Pika via Customer’s use of the Services or as contained in any order placed via the use of the Services.

“Sevice” means the products and related services and software that Pika provides pursuant to this Agreement to Customer, including the software application that is for use on a mobile or smart device in order to access the Service. 

“Software” means the software programs owned or licensed by Pika, to which Pika grants Customer access as part of the Services, including related Enhancements provided as part of the Service.

“Enhancement” means any update, bug fix, or a new version of the Service or portion of the Service provided by Pika. Each Enhancement is also a part of the Service.

“Exchange” means a market or other similar organization, business, or service where tradable instruments such as securities, commodities, foreign exchange, futures, or options contracts are bought and sold.

“Market Data” means the market prices, volumes, and other information transmitted from an Exchange through the Service. By way of example and not limitation, Market Data may include opening and closing range prices, high-low prices, settlement prices, current bid and ask prices, last sale prices, price limits, requests for quotations, estimated and actual contract volume data, other market activity information and contract specifications. Market Data also includes any element of Market Data as stored, processed, and/or distributed by Pika or third parties under license from an Exchange.

2. SERVICE 

For the purposes of this Agreement, Service(s) shall be defined as the checked boxes below:

  • Custom-built algorithm to automate trading

  • The customized scanner of selected Market Data

  • Backtest Historical Market Data

  • Time series forecasting of selected Market Data

  • Standard infrastructure: Google Cloud, monitor application, fail-safe system

Agreed deliverables and timeline will be documented in this section. 

 

3. RIGHT TO USE AND OBLIGATIONS

Service. Customer agrees not to violate Pika’s rights or the rights of any third party who may contribute data or information to the Service. Customer agrees that the Service and the data and information contained therein will not be used for any unlawful purpose. The Customer administrator shall be responsible for all user permissions and identification management. The customer shall own the custom-built algorithm, confidential information, and analysis that are agreed upon by a written document. The Software is licensed to the Customer, not sold. Except for the limited license and rights granted above, Pika retains all right, title, and interest in the Service, all copies thereof, and all intellectual property and proprietary rights in the Service, including copyrights, patents, trademarks, and trade secret rights. 

Market Data. The Customer may, solely for the purposes and on the conditions set forth in this Agreement, receive the Market Data through the Service and it may only be used with the Service. The Market Data may be used solely and exclusively by Customer’s internal business purposes on authorized devices, and may not be used for resale or other transfer or disposition to, or use by or for the benefit of, any other person or entity. The Service and data and information, including Market Data, contained therein are protected by copyright, international treaty provisions, and other intellectual property laws. 

Customer Data. In the event Customer provides or otherwise makes Customer Data available to Pika or the Service, Customer is solely responsible for all such Customer Data. In connection with such Customer Data, Customer affirms, represents, and warrants that: (i) it owns or have the necessary licenses, rights, consents, and permissions to use, including any privacy and publicity rights, and authorize Pika to use all intellectual property or other proprietary rights in and to any and all such Customer Data to enable inclusion and use of the Customer Data in the manner contemplated by the Services and this Agreement; (ii) the Customer Data does not violate any intellectual property or other rights of any third party; and (iii) the Customer Data does not include malicious code, which includes, without limitation, viruses, Trojan horses, worms, time bombs, cancelbots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or passwords.

Confidentiality. Pika agrees that it shall not disclose any Customer Information to any persons or entities other than Pika parties who have an obligation to preserve the confidentiality of the Customer Information and have a need to know the Customer Information in order to fulfill Pika’s obligations under this Agreement, maintain and enhance the operation of the Services and/or comply with applicable laws; provided, however, that Customer agrees that Customer Information may be disclosed to the extent required in order for Pika to perform the Services and to process Customer orders in the normal course of business, to comply with applicable laws and/or to respond to requests of government or regulatory authorities, including any self-regulatory organizations. Except as required by applicable laws, Customer will hold the Services, any information associated therewith, Market Data, and any and all information, software, algorithms, user manuals, technical documentation, knowledge, systems, and data relating to the business, operations, clients, finances and affairs of Pika in strict confidence and not disclose them to third parties or use them for any purpose not contemplated by this Agreement. The restrictions set forth in this section shall not apply to information which:

(a) is or becomes publicly known without breach of this Agreement by Pika,

(b) was rightfully acquired from a third party by Pika prior to receipt from the Customer,

(c) is subsequently rightfully obtained by Pika from a third party.

4. FEE AND COSTS

Payment agreement varies by the actual scope of work and where it is taken.

Marketplace project

Pika has its presence on freelance marketplaces including Upwork (https://www.upwork.com/ag/pika/). Customers who do business with Pika via the marketplace agree to make a whole payment on the marketplace. 

 

Non-Marketplace project

Customers who do business with Pika directly without going through a freelance marketplace will make payment to Pika via an agreed trading platform or direct transfer to below bank information.

SILICON VALLEY BANK

3003 TASMAN DRIVE, SANTA CLARA, CA 95054, USA

ROUTING & TRANSIT #: 121140399

SWIFT CODE: SVBKUS6S

FOR CREDIT OF {Account Name}: Percolata Corporation

ADDRESS: 3790 El Camino Real, #2012, Palo Alto, CA 94306

FINAL CREDIT ACCOUNT #: 3300824666

 

Success Sharing

Success sharing will be for the ongoing maintenance and optimization portion of the customer’s project but not for the custom coding portion of the project. See Marketplace/Non-Marketplace sections above for the custom coding portion. Parties agree a 20% success share or other agreed-upon percentages when Service results in a profit for the Customer. For example, if a customer’s portfolio increases by $100 for a week, the Success Sharing to Pika would be $20 for that week. Success sharing will be billed directly at the end of each trading week or other agreed schedule. In the success sharing model, Pika will be responsible for the Service’s Google Cloud cost for the Customer. Otherwise, the Customer agrees to cover the monthly Google Cloud Cost that includes a margin on top for Pika.

 

Taxes

Fees do not include any Taxes. The customer shall pay all taxes (excluding taxes based solely on the income of Pika). If Customer is required to pay any withholding tax, charge or levy in respect of any payments due to Pika hereunder, Customer agrees to gross up payments actually made such that Pika shall receive sums due hereunder in full and free of any deduction for any such withholding tax, charge, or levy. The customer will also provide Pika with a certificate for any such withholding, acceptable to the appropriate taxing authority.

 

Fee change

Pika may make commercially reasonable changes to the Services from time to time. If Pika makes a material change to the Service, Pika will inform the Customer, provided that the Customer has subscribed with Pika to be informed about such change.