KEYSTONE COMPACT GROUP LTD SOFTWARE TERMS OF SERVICE

Welcome to Keystone Compact Group Ltd!  Keystone technology provides insights and strategic guidance for value capture and investment grade for companies across the business lifecycle.  These Terms of Service (“TOS” or “Agreement”) are a legally binding contract between the company/individual signing this Agreement (“You” or “User”) and Keystone Compact Group Ltd., a Delaware corporation with registered offices at Corporation Trust Center, 1209 Orange St., Wilmington, DE 19801 (“Keystone”).

1.     The Software.  A description of the software, including its features and operation (“Software”) is posted to http://www.keystonecompact.com/software (the “Site”).  The Software processes information provided by User and generates reports based upon such information.  You are solely responsible for the accuracy and completeness of the information.  The Software is not an expert system and does not generate investment opinions or advice.

2.     Intellectual Property Rights. 

a.     Keystone retains all intellectual property rights in the Software, including copyrights, trade secrets, trademarks, patents, and “know-how.”  User is granted a limited license to access the Software via the Site, enter data, and generate reports.  User shall not download the Software, create derivative works, permit third party access to the Software, reverse engineer, or decompile the Software. 

b.     User shall not take any action to interfere with the operation of the Software or the Site.  User shall not upload other technology, use any automated software (crawlers, robots, bots, spiders, extractors, etc.) at the Site; disable, hack, or seek to circumvent security-related features or digital rights management functions at the Site.

3.    User Account: Data; Privacy.

a.     To use the Software, User must create an account.  User represents and warrants that: (i) its authorized representatives will be the only persons uploading data and engaging in transactions through that account; (ii) it shall keep passwords secure and shall notify Keystone of any suspected breach of security or unauthorized use of its account; (iii) it has the right to enter into this Agreement for the use of the Software; (iv) it has the right to upload data to the Keystone database (“Data”) and permit storage of the Data by Keystone or its third party providers will not violate any state or federal law or violate the rights of any third party; (v) the person signing this Agreement has the actual authority to bind the corporate/organizational User to its terms and conditions; (vi) it shall not assign or transfer the account to a third party; and (vii) it shall not enable third party access to its account or the Software.

b.     The purpose for entering Data into the Software system is to enable User to evaluate its business strategy and benefit from the services available at the Site.  In addition, the purpose is to enable Keystone to use aggregate data generated by all its Users for the business purposes of Keystone.  This includes working with companies, economic development entities, universities, consultants, and other third parties.  Each User hereby grants Keystone a broad license to copy use the Data, provided that the name of any particular User shall not be disclosed without the prior written permission of such User. User is responsible for retaining electronic or physical copies of its Data on a regular basis to ensure that it always has access to its own Data.  Although Keystone has designed the Site to enable uptime of over 98%, Keystone relies upon third parties for power, data storage, server access, software maintenance, system troubleshooting, system security, and other technology services.

c.     The parties agree to the terms of the Keystone Privacy Policy, which are incorporated by reference, and located at www.keystonecompact.com/privacy. 

4.    Keystone Use of DataKeystone may use account information, Data, and information Keystone collects from User's use of the Software to investigate and verify proper conduct at the Site and monitor the security and integrity of the Site; and as required by law and/or in response to service of legal process (such as a court order, summons, subpoena, and the like).  For information that is not identifiable to an individual or entity (either because it is anonymous or because it is used in the aggregate) Keystone may use information to improve the Software, to analyze Site operations, to communicate with its Users about information and services relating to the Site, and to provide services to third parties.

5.     Access; Uptime, Security; Release of Liability. Keystone agrees to use reasonable measures to support the operation of the Software and the Site and to provide security for the Data.  The Site will occasionally be down (and the Data inaccessible) for testing, upgrading, and maintenance.  Keystone does not represent that the Software will always be accessible or that Data is 100% secure.  User hereby releases and agrees not to sue Keystone for any loss of Data, inability to access Data, or other damages or claims arising from or relating to the Site and the Software.

6.     Software Fees; Duration. 

a.     Fees for Software use are set forth at www.keystonecompact.com/softwarefee.  Keystone may adjust fees from time to time, with advance notice to User.  For some Users, Keystone does not charge a transaction fee. 

b.     Once an account is created, User may continue using the Software until access is terminated by User or by Keystone.  Keystone may inactivate accounts after a period of nonuse.  User may contact Keystone to request reinstatement as a customer.  If User uses a credit card for payment of its Software fee, it hereby authorizes Keystone to charge such card for the fees applicable to each transaction.

7.     Limited Warranties; Exclusion of Certain Warranties.

a.     For a period of one hundred eighty (180) days from the Effective Date, Keystone warrants that the Software will materially perform in accordance with the Software description at the Site when used in accordance with instructions at the Site.

b.     Keystone does not warrant that the functions contained in the Software will meet User’s specific needs, professional requirements, be error-free, or operate without interruption.  The Software is not an expert system and is not a substitute for professional judgment.  User is solely responsible for its use of the Software, analysis and interpretation of output, business decisions using such output, and compliance with laws.

c.     Keystone will use reasonable efforts to correct any material nonconformance within ten (10) business days after receipt of written notice of such nonconformance and User’s provision by email of any data, output, or other documentation or description of the nonconformance sufficient to allow Keystone to reproduce the error. 

d.     If the Software fails to materially conform to the description at the Site and Keystone is unable to remedy errors User may either accept the Software AS IS, or reject the Software by notifying Keystone in writing that User is terminating this Agreement.  Keystone shall refund the yearly annual fee paid by User, prorated based upon the duration of use during the licensed period.

e.     THE LIMITED WARRANTY IS IN LIEU OF, AND USER HEREBY WAIVES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

f.      The remedies in this Section are the sole and exclusive remedies provided to User in the event of claims relating to the Software.

8.     Limitations of Liability for Damages.  Regardless of the form of action or theory of recovery, in no event shall Keystone be liable to User in connection with this Agreement, for any indirect, special, exemplary, consequential, incidental or punitive damages, even if Keystone is aware of the possibility of such damages; lost profits, lost revenue, lost business expectancy, business interruption losses, or loss of data; and/or direct damages in an amount in excess of the transaction fees for the preceding thirty (30) days. 

9.     Effective Date.  This Agreement is effective on the date last signed.  User “signs” and accepts this Agreement by clicking “I agree” at the bottom of this Agreement.

10.  Entire Agreement.  These TOS are made up of this Agreement and the terms located at the referenced URLs, including Software features and pricing.  It replaces any prior or contemporaneous writings or oral communications.  The TOS may be updated and modified by Keystone from time to time and those modifications are incorporated as the Agreement.  User will be notified of significant modifications when it logs on or accesses the Software or its account.  If User does not accept the modifications to the TOS, its sole remedy is to cease use of the Software.

11.  Termination of Services; Termination of Agreement.  In the event of a material breach, response to legal process, concern for the integrity of the Site, reasonable suspicion of improper conduct at the Site, or other good faith belief, Keystone may suspend or terminate an account, remove or limit access to Data, or limit services to which an account holder has access, and shall use reasonable efforts to provide prior notice to an account holder.  Either party may terminate this Agreement if there is a material breach by the other that is not cured within five (5) business day after receipt of written notice of such breach.  Upon termination, User is responsible for ensuring that it has possession of its Data and all reports generated by it in connection with the use of the Software, and for paying any fees and expenses owing as of the date of termination.  Upon termination of this Agreement Keystone may block access to or delete uploaded Data.  All provisions of this Agreement regarding intellectual property ownership, disclaimer of warranties, and limitations of liability, shall survive any termination of this Agreement.

12.  The Site and Software are Located in and Delivered from Grand Rapids, Michigan, USA.   This Agreement is entered into, performed in, and based in Ann Arbor (Washtenaw County), Michigan, USA and shall be governed by Michigan law.  The Site does not give rise to personal jurisdiction over Keystone, either specific or general, in jurisdictions other than Michigan.

13.  Dispute Resolution.  The parties shall attempt to resolve any disputes through good faith business negotiations.  All disputes or claims arising out of or relating to this Agreement (including the breach thereof) shall be settled by arbitration, to be conducted by a single arbitrator in Ann Arbor, Michigan, by and in accordance with the then effective commercial rules of the American Arbitration Association.  The costs of the arbitration and the reasonable attorneys’ fees of the prevailing party shall be included in any award rendered by the arbitrator.  Judgment upon the award may be entered in any court having jurisdiction thereof.  Neither party shall disclose the existence, Data or result of any arbitration proceeding without the prior written consent of the other party.  Any other action brought by either party related to this Agreement shall be initiated and maintained solely in Kent County, Michigan, or in the U.S. District Court for the Eastern District of Michigan.  The parties expressly submit to the exclusive personal jurisdiction and venue of these courts and waive any objection on grounds of forum non conveniens.

14.  No Implied Waiver.  No waiver by Keystone shall be implied.  Any waiver of any term of this Agreement must be in writing and signed by an officer of Keystone.

15.  Severability.  If any portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the parties' intent set forth in such portion and only to the extent necessary to make it enforceable.  The remaining provisions of this Agreement will remain in full force and effect.

16.  Assignment.  Keystone may assign, subcontract, delegate, and transfer its rights and obligations under this Agreement to a third party.  User may not assign or transfer its account.

17.  Notices.  Keystone may provide User with notices, including those regarding changes to these TOS, by email, first class mail, or postings to the Site.  Notice is deemed given upon the earlier of (i) actual receipt, (ii) twenty-four (24) hours after an email is sent, (iii) three (3) days after first class mail is deposited with the U.S. Postal Service, or (iv) User’s click through of any notice posted to the Site.

18.  Force Majeure.  It shall not be a material breach of this Agreement, and neither party shall be liable to the other, if prevented from performing its duties or responsibilities under this Agreement by reason of any fire or other casualty, acts of God, earthquake, floods, explosions, interrupted power supply, attacks on technology infrastructure, sabotage, war, riots, acts of terrorism; inability to procure or a general shortage of labor, equipment, facilities, materials or supplies in the open market; strikes, court orders, laws, regulations, or orders of government or military authorities; or any other cause not within the control of such party whose performance is delayed.