Custom Extension Add-On Addendum
Summary
We’ll always do our best to fulfill your needs and meet your expectations, but it’s important to have things written down so that we all know what’s what, who should do what, when, and what will happen if something goes wrong. What we want is what’s best for everyone, now and in the future.
This Addendum explains the extra terms that apply only if you purchase the Vyten Premier Plan or the Custom Extension Add‑On on your Order Form. It covers the custom software features (“Custom Extensions”) that Captive Demand designs and builds to run with your Vyten app. Everything else continues to be covered by Vyten’s Professional Services Agreement (the “Agreement”).
1. Who Is Who
“You,” “Your,” or “Customer” means the customer named on the Order Form.
“Vyten” means Vyten LLC.
“Captive Demand” means Airwalk Properties LLC dba Captive Demand, a Tennessee LLC.
Vyten and Captive Demand together are the “Service Providers,” and together with You, the “Parties.”
This Addendum is a tri‑party agreement among You, Vyten, and Captive Demand for the limited purpose of defining how Custom Extension work is scoped, built, delivered, and owned.
2. Contract Hierarchy and Relationships
2.1 Agreement with Vyten (Platform Services).
The Agreement is a separate contract between You and Vyten and governs Vyten’s provision of the Vyten platform, hosting, maintenance, support, and other Vyten Platform Services.
2.2 Agreement with Captive Demand (Custom Extension Services).
As to the Custom Extension Services described in this Addendum and any Statement of Work (“SOW”), this Addendum constitutes a direct contract between You and Captive Demand. Captive Demand—not Vyten—is responsible for performing Custom Extension Services.
2.3 Order of Precedence.
For Vyten Platform Services, if there is any conflict between this Addendum and the Agreement, the Agreement controls.
For Custom Extension Services, if there is any conflict between this Addendum and the Agreement, this Addendum controls as between You and Captive Demand.
In all other respects, the Agreement’s legal terms (payment, taxes, non‑cancellable / non‑refundable provisions, indemnification, warranty disclaimers, limitation of liability, termination, confidentiality, governing law, and venue) are incorporated by reference into this Addendum and apply as appropriate to both Vyten (for platform services) and Captive Demand (for Custom Extension Services).
2.4 Division of Responsibility.
Vyten is responsible only for the Vyten Platform Services described in the Agreement, including the online, web‑based and mobile app platform, hosting, maintenance, support, and any pre‑built Vyten extensions.
Captive Demand is responsible only for the Custom Extension Services described in this Addendum and the applicable SOW.
Customer’s Recourse for Custom Extensions. As between You, Vyten, and Captive Demand, Your sole and exclusive remedies for any issues arising from or relating to the Custom Extension Services or any Custom Extension (including delays, defects, scope disputes, or failures to perform) are against Captive Demand, and not against Vyten.
3. What This Addendum Applies To (and What It Doesn’t)
3.1 Optional Add‑On.
These terms apply only if the Vyten Premier Plan or the Custom Extension Add‑On is selected on an Order Form. If You do not purchase the Premier Plan or Add‑On, this Addendum does not apply.
3.2 Scope Boundary.
This Addendum governs only the Custom Extension Services that are:
within the scope of a signed Order Form that references this Addendum; and
described in the accompanying specification on Page 2 or an attached statement of work (each, an “SOW”).
3.3 Vyten Platform Remains Vyten’s.
Your subscription to the Vyten app platform—including all pre‑built Vyten extensions—continues to be licensed as described in the Agreement. Vyten owns all IP in the Vyten platform. Nothing in this Addendum transfers or licenses Vyten’s platform IP beyond what is already granted in the Agreement.
4. Custom Development Delivery Process
You acknowledge and agree that any Custom Extension work performed under this Addendum will follow the workflows, submission requirements, prioritization rules, and delivery practices described in the Vyten Premier Delivery Process, currently available at: https://help.vyten.com/premier-delivery-process (the “Premier Delivery Process”).
The Premier Delivery Process describes how feature requests, change requests, and enhancements are submitted, triaged, estimated, scheduled, and released, and outlines the roles and responsibilities of You, Vyten, and Captive Demand for backlog management, clarification of requirements, sprint planning, QA, UAT, and acceptance.
It is incorporated into this Addendum by reference and governs day‑to‑day operational mechanics. If there is a conflict between the Premier Delivery Process and this Addendum, this Addendum controls.
5. Roles and Responsibilities
5.1 Customer.
You agree to:
Provide timely access, assets, credentials, and information needed for the Custom Extension.
Submit, define, clarify, and prioritize requests using the agreed submission method (for example, backlog board or ticketing system).
Review and approve scope definitions and acceptance criteria before development begins.
Provide feedback and approvals during staging/demo and UAT within the timeframes reasonably requested.
Follow the intake, backlog, and prioritization practices in the Premier Delivery Process.
5.2 Vyten.
Vyten will:
Provide and operate the Vyten platform in accordance with the Agreement.
Provide reasonable technical cooperation so Custom Extensions can run with the Vyten app.
Handle iOS & Android QA, release management, and staging/production deployment of the Vyten mobile app, including deployment of Custom Extensions within the mobile app where applicable.
Vyten does not design, develop, test, warrant, or support the Custom Extension code itself and has no liability for the Custom Extension Services.
5.3 Captive Demand.
Captive Demand will:
Lead and perform all Custom Extension Services, including product/technical scoping, design, implementation, engineering, integration, testing, and UAT support as defined in the SOW.
Maintain the Custom Extension backlog and execute work in accordance with prioritization agreed with You under the Premier Delivery Process.
Coordinate with Vyten for any deployment steps that depend on the Vyten platform.
Provide the handoff deliverables and artifacts described in Section 10 (Transfer of Ownership and Handoff).
6. Custom Extension Deliverables and Ownership
6.1 Deliverables.
A “Custom Extension” is the software feature or set of features described in the applicable SOW, together with the source code and configuration reasonably required for that extension to run as specified.
6.2 Work‑for‑Hire and Assignment.
To the maximum extent permitted by law, Captive Demand will develop each Custom Extension as a work made for hire for You. If any portion of a Custom Extension is not treated as work for hire, Captive Demand (and, solely to the extent it holds any rights, Vyten) hereby assigns to You all right, title, and interest in and to the Customer‑Owned Deliverables upon Your final acceptance and payment in full.
6.3 Customer‑Owned Deliverables.
Unless otherwise specified in the SOW, Customer‑Owned Deliverables include:
The Custom Extension source code created specifically for You under the SOW;
The Lovable project that hosts the Custom Extension during development; and
Any documentation expressly listed in the SOW as a deliverable.
6.4 Background IP (Vyten and Captive Demand).
Vyten and Captive Demand retain all rights in:
the Vyten platform and pre‑built extensions;
their respective pre‑existing or generally reusable libraries, templates, components, tools, and know‑how; and
any third‑party or open‑source software.
To the extent any such Background IP is included in or necessary for a Custom Extension to run, You receive a non‑exclusive, perpetual license to use it solely as embedded in, or required to operate, that Custom Extension.
6.5 License to Run Custom Extensions on Vyten.
Customer grants Vyten a non‑exclusive, worldwide license, for the duration of the Subscription Term and any transition period, to host, run, and display each Custom Extension as part of Customer’s Vyten app, solely to provide the Vyten Platform Services and related support.
7. Development Stack and Third‑Party Services
7.1 Typical Stack.
Captive Demand typically builds Custom Extensions using modern web tooling (for example, React, Tailwind, Vite) on Lovable Cloud, and may use services such as Supabase for authentication and storage and OpenAI for AI features, if specified in the SOW.
7.2 Third‑Party Platforms and Risk.
Third‑party platforms (including Lovable, Supabase, OpenAI, Vercel, GitHub, or others You select) are outside the control of Vyten and Captive Demand and may change, experience outages, enforce quotas, or update policies. You agree to:
Maintain required third‑party accounts and payment methods;
Comply with applicable third‑party terms; and
Bear the risk of third‑party changes, outages, or cost increases.
To the maximum extent permitted by law, neither Vyten nor Captive Demand is liable for downtime, data loss, cost increases, or feature limitations caused by third‑party services. If a third‑party change materially affects a Custom Extension, Captive Demand will discuss options with You; any re‑engineering is out of scope and may require a new SOW or change order.
8. Data, Privacy, and Security
8.1 Your Data.
Any data processed by a Custom Extension remains Your data. Vyten and Captive Demand will handle such data as described in the Agreement and Vyten’s Privacy Policy.
8.2 Compliance.
You are responsible for updating Your privacy notices and obtaining any consents required for new data uses introduced by a Custom Extension. Captive Demand will provide reasonable information about Custom Extension data flows to help You stay compliant. If You require a DPA, the DPA that accompanies the Agreement applies to data processing by both Vyten (for platform services) and Captive Demand (for Custom Extension Services), as applicable.
8.3 Sub‑Processors.
Third‑party services used by Custom Extensions act as sub‑processors. Vyten and Captive Demand will use reputable vendors, but their policies and protections apply in addition to those in the Agreement and this Addendum.
9. Acceptance, Warranty, and Support
9.1 User Acceptance Testing (UAT).
When Captive Demand delivers a Custom Extension to staging or UAT, You will test it against the SOW. You must report any material non‑conformities in writing within the UAT period. Captive Demand will correct those issues and resubmit. If You do not report issues within that window, or if You deploy the Custom Extension to production, the Custom Extension is deemed accepted.
9.2 Limited Warranty – Captive Demand.
For 14 days after acceptance (or such other period specified in the SOW), Captive Demand will correct reproducible, in‑scope defects that materially deviate from the SOW. This warranty does not cover:
new features, enhancements, or change requests;
issues caused by third‑party outages or service limits; or
environments, modifications, or integrations not controlled by Captive Demand.
9.3 Support and Enhancements.
Ongoing maintenance, SLAs, emergency response, and future enhancements to a Custom Extension are not included unless You purchase a separate support plan with Captive Demand or sign a new SOW that clearly states otherwise. Vyten’s support obligations remain governed by the Agreement and do not extend to Custom Extension code.
10. Transfer of Ownership and Handoff
Upon Your final payment and acceptance of a Custom Extension, Captive Demand will:
Transfer the Lovable project to Your organization account (if applicable);
Provide or transfer the source code repository (for example, GitHub) as specified in the SOW;
Rotate and remove its access credentials; and
Deliver the handoff materials listed in the SOW.
Secrets, environment variables, and third‑party credentials remain Your responsibility. Internal tooling and unrelated environments of Vyten or Captive Demand are not transferred.
11. Changes to Scope and Fees; Subscription and Platform Fees
11.1 Change Requests.
Any change to features, UI/UX, integrations, data migrations, or timelines not expressly included in the SOW requires a written change request with updated scope, fees, and dates agreed among You and Captive Demand (and Vyten, if changes to the Vyten platform are involved).
11.2 Fees for Custom Extension Services.
Fees for Custom Extension Services are set out in the applicable Order Form and/or SOW. Unless otherwise stated, those fees are subject to the Agreement’s payment, tax, and non‑cancellable / non‑refundable terms. Vyten may invoice You on Captive Demand’s behalf as billing agent, but that does not create any responsibility or liability for Vyten regarding the Custom Extension Services.
11.3 Subscription and Platform Fees Are Not Usage‑Based.
You acknowledge and agree that:
The Platform Fee and any other recurring subscription fees under the Order Form are due for the entire Subscription Term, as described in the Agreement and Order Form, and are not usage‑based.
Your obligation to pay such fees is not contingent on:
Your level of activity, the number of feature or change requests You submit (if any), or whether You fully utilize any included Custom Extension credits;
Your provision—or failure to provide—assets, content, approvals, access, or other inputs; or
Your responsiveness to questions, feedback requests, or UAT activities.
Delays, rescheduling, or reduced scope resulting from Your unresponsiveness, changes of mind, or failure to provide timely inputs do not suspend, reduce, credit, or refund any Platform Fees or other subscription fees.
12. Excluded Scope (for Clarity)
Unless a signed change request states otherwise, the following are not included in any fixed fee:
Any functionality, screen, or workflow not described in the approved PRD/SOW Feature List;
Changes to third‑party APIs, new integrations, or custom backend development beyond what is described in the SOW;
Migration of legacy data or bulk content imports beyond sample/test data;
Continuous hosting, monitoring, or maintenance of a Custom Extension after handoff;
Ongoing enhancements or new features requested after acceptance;
Additional design iterations or brand revisions beyond the single feedback round specified in the SOW;
24/7 support, SLA‑based response times, or emergency patching (unless separately purchased).
13. Non‑Solicitation; No Poaching or Direct Engagement
13.1 No Direct Engagement Outside This Addendum.
Except for Captive Demand’s performance of Custom Extension Services for Your Vyten app under this Addendum, You agree that You will not, during the Subscription Term and for twelve (12) months thereafter, directly or indirectly engage Captive Demand or any other Vyten service provider, vendor, or subcontractor to provide mobile app development, custom software development, AI development, or substantially similar services that compete with or replace the Services, without Vyten’s prior written consent.
This does not prohibit You from engaging unrelated vendors with whom You did not first interact through Vyten.
13.2 Non‑Solicitation of Personnel.
During the Subscription Term and for twelve (12) months thereafter, You agree that You will not, directly or indirectly, solicit for employment or engagement, hire, or engage (as an employee or independent contractor) any individual who is, or within the preceding six (6) months was, an employee or contractor of Vyten or Captive Demand and who was materially involved in providing services under the Agreement or this Addendum, without the prior written consent of the applicable Service Provider.
General solicitations not directed at such individuals (for example, general job advertisements not targeted to Vyten or Captive Demand staff) do not breach this clause.
13.3 Remedies.
You acknowledge that a breach of this Section 13 would cause irreparable harm to Vyten and/or Captive Demand for which monetary damages alone may be inadequate. Accordingly, Vyten and/or Captive Demand will be entitled to seek injunctive relief (in addition to any other remedies available at law or in equity) to prevent or remedy any such breach.
14. No Broader Changes to the Agreement
This Addendum does not change:
Your subscription to the Vyten platform;
Your and Vyten’s rights and obligations under the Agreement; or
Vyten’s ownership of the Vyten platform and pre‑built extensions.
The Agreement’s legal provisions—payment, taxes, non‑cancellable/non‑refundable terms, indemnification, warranty disclaimers, limitation of liability, termination, confidentiality, governing law, and venue—apply in full to Vyten’s services and, where applicable to Custom Extension Services, are incorporated here for the benefit and protection of Captive Demand as well.
The Professional Services Agreement is available at:
https://www.vyten.com/legal/professional-services-agreement
