PLEASE READ THESE TERMS OF USE CAREFULLY BECAUSE THEY DESCRIBE YOUR RIGHTS AND RESPONSIBILITIES

You agree that by using the MissionKeeper® platform service (“MissionKeeper”) provided by KSI Data Sciences Inc (“Company”) you are entering into a legally binding agreement with Company and acknowledge that you have read and understood and agree to be bound by these KSI Data Sciences Terms of Use (the “Terms of Use”). If you are using MissionKeeper on behalf of a company or other entity, you represent and warrant that you have full legal authority to register to MissionKeeper on behalf of that company or entity and bind it to these Terms of Use. These Terms of Use govern your use of MissionKeeper and any MissionKeeper Data (as defined below) accessed through MissionKeeper. If you do not agree to these Terms of Use, do not use the MissionKeeper. Company reserves the right to change these Terms of Use at any time. It is your responsibility to review these Terms of Use from time to time for any changes as it creates a binding legal agreement between you and the Company. If you use the MissionKeeper after Company has changed any of the Terms of Use, your use of MissionKeeper shall be deemed your agreement to all such changes.

1. DEFINITIONS.

“MissionKeeper” means all elements of the cloud-based software service known as MissionKeeper as well as any hardware components provided by company to you.

“MissionKeeper Data” means all data or information made available through MissionKeeper.

“MissionKeeper IP” means MissionKeeper, Company trade names, logos, trademarks, service marks, domain names, all audiovisual content, photographs, graphics, artwork, text or any other content created by Company or at Company’s direction, or assigned to Company, any Company marketing and promotional materials and any other materials, software, technology or tools used or provided by Company to provide, promote or distribute MissionKeeper and conduct Company’s business in connection therewith.

“Confidential Information” means all information of a confidential or proprietary nature provided by Company to you, including all MissionKeeper Data and Company’s proprietary software, algorithms, programming, graphics, layouts, reports and other information that embodies substantial creative efforts, copyrightable material, ideas and expressions.

“Rules” means applicable laws, rules, regulations, declarations, decrees, directives, statutes, or other enactments, orders, mandates or resolutions issued or enacted by any government entity (including any domestic or foreign, state, county, municipal, local, territorial or other government), or applicable guidelines or principles issued by any governmental entity and any industry self-regulatory principles that are applicable in the location or region where MissionKeeper Data is collected or held or otherwise processed or where MissionKeeper is provided or received, including, but not limited to, those related to privacy, security and data protection or the interception, recording or monitoring of communications, including the collection, processing, storage, protection, use and disclosure of MissionKeeper Data and the collection, use and/or disclosure of information from or about a unique user of a website, application and/or mobile website and/or the device associated with such user.

“Term” means the period commencing on the date that Company receives your payment of the subscription fee for MissionKeeper and shall continue until the expiration date of such subscription and renewing upon Company’s receipt of a renewal subscription fee, unless earlier terminated in accordance with these Terms of Use. The minimum term is twelve (12) months, and you must provide us with at least one (1) month’s prior written notice to avoid being obligated to remit the renewal subscription fee.

“Your Data” means any data, information or content, in any form or media, delivered or made available by you to Company in connection with MissionKeeper. MISSIONKEEPER. Subject to these Terms of Use and upon Company’s receipt of your payment of the applicable subscription fee or renewal subscription, as the case may be, Company grants you a limited, revocable, non-exclusive, non-transferable right to access and use MissionKeeper during the Term for your internal business purposes and for no other purpose.

2. YOUR ACCOUNT. You will need to set up an account in order to use some of the features of the MissionKeeper. You may not use a third party's account without the prior written consent of Company. When you are setting up your account, you must provide us accurate and complete information. This means that you cannot set up an account using a name or contact information that does not apply to you, and you must provide accurate and current information on all registration forms that are part of the MissionKeeper. You have complete responsibility for your account and everything that happens on your account. This means you need to be careful with your password. If you find out that someone is using your account without your permission, you must let us know immediately. You may not transfer your account to someone else. We are not liable for any damages or losses caused by someone using your account with or without your permission. However, if we (or anyone else) suffer any damage due to the unauthorized use of your account, you may be liable.

3. RESPONSIBILITIES. You are responsible for all costs associated with accessing and using MissionKeeper and MissionKeeper Data. Company shall not be liable for errors and omissions in MissionKeeper or MissionKeeper Data. Company shall store up to one terabyte of Your Data during the term of this agreement. Costs for such storage shall be included in the fees you pay to access MissionKeeper. If Your Data storage needs exceed one terabyte Company may at its absolute discretion provide additional storage at an additional cost.

4. DURATION AND TERMINATION. These Terms of Use apply to you the moment you access MissionKeeper and shall continue to apply for the Term or during the period you otherwise use MissionKeeper, whichever is longer. Company may terminate or suspend your permission to use the MissionKeeper immediately and without notice upon any violation of these Terms of Use and/or in connection with your failure to pay any fees when due, for extended periods of inactivity, and for unexpected technical issues or problems. In addition, Company may terminate these Terms of Use or suspend or restrict all or part of your account and/or access to MissionKeeper and/or MissionKeeper Data at any time, in the event that (a) you breach these Terms of Use; (b) you engage in fraudulent or illegal use of MissionKeeper or MissionKeeper Data; (c) a court or other governmental authority having jurisdiction over Company prohibits Company from providing MissionKeeper or MissionKeeper Data; or (d) Company reasonably believes there are material legal or security risks from the continued availability of MissionKeeper and/or MissionKeeper Data. If you terminate your subscription prior to the end of the applicable Term, regardless of the reason (or for no reason at all), you acknowledge and agree that you shall not be entitled to any refund and shall not seek a refund from the Company. Provided, however, the portions these Terms of Use dealing with intellectual property rights, indemnification, disclaimers, limitation of liability, and governing law and any other portions which by their nature would continue beyond the termination of these Terms of Use will survive the termination of your use and access to MissionKeeper. Company may terminate or suspend the MissionKeeper or any part of MissionKeeper, terminate or suspend your use of the MissionKeeper, or block any IP address at any time without cause and without any liability to you. If Company terminates your use of MissionKeeper for any of these reasons or otherwise for cause, you acknowledge and agree that the Company will not nor be obligated to refund any fees you may have paid. Upon any termination, Company may delete your account and passwords, and Company may bar you from further use of MissionKeeper. You agree that Company will have no liability to you or any third party for termination of your account or access to MissionKeeper.

5. INTELLECTUAL PROPERTY RIGHTS.

1. Your Data. To the extent you provide Your Data to Company in connection with your use of MissionKeeper, the Company will keep your data confidential.

2. MissionKeeper IP. As between you and Company, the MissionKeeper IP and all intellectual property rights in and to the MissionKeeper IP are and shall at all times remain the sole and exclusive property of Company and is protected by applicable intellectual property laws and principles. You shall not prepare any derivative work based on MissionKeeper IP or translate, reverse engineer, decompile or disassemble MissionKeeper or any MissionKeeper IP. You shall not take any action to challenge or object to the validity of Company’s rights in MissionKeeper IP or Company’s ownership or registration thereof. You shall not use or display any MissionKeeper IP in a manner that could reasonably imply an endorsement, relationship, affiliation with, or sponsorship between you or a third party and Company. All rights to MissionKeeper IP not expressly granted in these Terms of Use are reserved by Company.

3. Feedback. If you provide Company with any reviews, feedback, suggestions, data, or other information or content about MissionKeeper or otherwise in connection with these Terms of Use, any MissionKeeper IP, or your participation in MissionKeeper (collectively, “Feedback”), you irrevocably assign to Company all right, title, and interest in and to the Feedback on a royalty-free, in perpetuity, basis.

4. MissionKeeper Data. As between you and Company, the MissionKeeper Data and all intellectual property rights in and to the MissionKeeper Data are and shall at all times remain the sole and exclusive property of Company or its third party licensor and is protected by applicable intellectual property laws and principles. Except for the licenses expressly granted hereunder, Company and/or such third parties reserve all right, title and interest that it or they may have in and to the MissionKeeper Data. Subject to these Terms of Use, Company grants to you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and use MissionKeeper Data through MissionKeeper during the Term solely for your internal business purpose. Except as expressly and unambiguously authorized hereunder, you may not (and will not permit or assist any third party to) (a) access, download, retain, copy, reproduce, create combinations or compilations of the MissionKeeper Data; (b) sell, rent, market, lease, loan, license, copy, modify, transfer, provide access to, assign, or sublicense any MissionKeeper Data; (c) make derivative works of any MissionKeeper Data, including any reports, analytics, or other documents; (d) collect, use, or disclose any MissionKeeper Data in a manner that violates the Rules; (e) use the MissionKeeper Data, or permit any third party to use MissionKeeper Data, in connection with the provision or sale of online behavioral advertising or the development of behavioral profiles; (f) aggregate or otherwise combine MissionKeeper Data into databases; or (g) otherwise use the MissionKeeper Data on behalf of any third party. No rights or licenses are granted except as expressly and unambiguously set forth herein. Company may require that you enter into an agreement with a third party licensor prior to granting you access to certain MissionKeeper Data, in which case, your access and use of such MissionKeeper Data will be subject to the terms of these Terms of Use and such agreement, and in the event of any conflict between these Terms of Use and such agreement, such agreement shall govern with respect to access and usage of such MissionKeeper Data and these Terms of Use shall govern with respect to all other terms.

5. Third Party Data. In the event some functionality of MissionKeeper that you desire relies on data provided by third parties, it is your responsibility, obligation and liability to secure a license from such third party if you desire to utilize the applicable functionality within MissionKeeper and, in all instance, you must comply with the third party’s license covering such data.

6. Proprietary Rights. The Company and its suppliers retain all right, title and interest (including all copyright, trade secret, patent and other rights) in and to MissionKeeper. Company reserves all rights in and to MissionKeeper unless Company has expressly stated otherwise. MissionKeeper contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You may not decompile, reverse engineer, disassemble, or otherwise reduce MissionKeeper to a human-perceivable form, except and only to the extent that such activity is expressly permitted by applicable law, and in that case, only if you notify us in writing in advance. You may not copy, frameset, enclose or otherwise distribute any part of MissionKeeper. All brand, product and service names used in MissionKeeper which identify the Company or its suppliers and/or their proprietary products and services are the trademarks or service marks of the Company or its suppliers. Nothing in MissionKeeper shall be deemed to confer on any person any license or right on the part of Company or such supplier with respect to any such image, logo or name. You agree not to disable, interfere, or try to get around any of the features of MissionKeeper related to security, or enforcing the limits on the use of MissionKeeper.

6. REPRESENTATIONS AND WARRANTIES. You represent and warrant to Company that (a) you have all requisite power and authority to enter into these Terms of Use and these Terms of Use are a legally valid and binding obligations; (b) you acknowledge and agree that Company shall provide access to MissionKeeper only and is not obliged to provide any other services not expressly described in these Terms of Use; (c) you own all interest in and to Your Data or otherwise have the right to grant the rights stated in these Terms of Use; (d) Your Data and Company’s use thereof will not infringe, dilute, misappropriate, or otherwise violate, anywhere in the world, any patent, copyright, logo, trademark, service mark, trade name, rights in designs, or other intellectual property right or right of privacy or publicity of any third party or any Rules, and does not and will not result in the misappropriation of any trade secret or the breach of any confidentiality obligations to any person or entity; (e) Your Data does not include any material that is unlawful, threatening, abusive, defamatory, vulgar, obscene, profane or otherwise objectionable, or that encourages conduct that constitutes a criminal offense, gives rise to civil liability or otherwise violates any law; and (f) your use of MissionKeeper and MissionKeeper Data will comply with the Rules.

7. INDEMNIFICATION. You shall defend, indemnify and hold harmless Company and its officers, directors, employees, and agents from any and all third party claims, losses, liabilities, damages, penalties, expenses and/or costs (including, but not limited to, attorneys’ fees) arising out of or relating to any: (a) breach or alleged breach by you of these Terms of Use; (b) violation by you of any Rules; (c) claim arising out of your use of MissionKeeper or MissionKeeper Data; and/or (d) claim that Your Data, or the use thereof, infringes or otherwise violates any patent, copyright, trade secret or other intellectual property right or any other proprietary, privacy or contract right of a third party.

8. CONFIDENTIALITY. You understand and acknowledge that Confidential Information is proprietary and constitutes valuable property and trade secrets of Company. All Confidential Information disclosed to you in connection with MissionKeeper will remain the exclusive and confidential property of Company. You will not disclose the Confidential Information, and will use at least the same degree of care, discretion and diligence in protecting the Confidential Information, as you use with respect to your own confidential information, but in no case less than reasonable care. You will limit access to Confidential Information to your employees and authorized representatives with a need to know and will instruct them to keep such information confidential. Upon expiration or termination of the these Terms of Use, and/or upon request of Company, you will return or destroy all Confidential Information in your possession, custody or control. In the event you disclose Confidential Information to a third party, you shall ensure that such third party complies with this Section 9, and shall assume full responsibility for any breach of this Section 9 by, or caused by, such third party. You hereby acknowledge and agree that in the event of any breach or potential breach of this Section 9 by you, including, but not limited to, the actual or threatened use or disclosure in any manner of the Confidential Information in violation of these Terms of Use, Company will suffer irreparable harm and injury and no remedy at law will afford it adequate protection against, or appropriate compensation for such injury. Accordingly, Company shall be entitled to specific performance of your obligations under these Terms of Use, as well as such further injunctive relief as may be granted by a court of competent jurisdiction. Nothing herein shall be construed as prohibiting Company from pursuing any other remedies available to it for any such breach or threatened breach, including recovery of damages.

9. DISCLAIMERS. MISSIONKEEPER AND MISSIONKEEPER DATA ARE PROVIDED “AS IS” AND "AS AVAILABLE" BASIS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THE ACCURACY OF ANY MISSIONKEEPER DATA. COMPANY SHALL NOT BE LIABLE FOR ANY ERRORS RESULTING FROM THE USE OF ANY MISSIONKEEPER DATA. USE OF MISSIONKEEPER IS AT YOUR OWN RISK. THE COMPANY AND ITS AFFILIATES, SUPPLIERS AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY AND ITS AFFILIATES, SUPPLIERS AND PARTNERS MAKE NO WARRANTY THAT (i) THE MISSIONKEEPER WILL MEET YOUR REQUIREMENTS; (ii) MISSIONKEEPER WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THAT THERE WILL BE NO ERRORS IN MISSIONKEEPER OR THAT COMPANY WILL FIX ANY ERRORS. ANY MATERIALS OBTAINED THROUGH USE OF MISSIONKEEPERARE OBTAINED AT YOUR OWN DISCRETION AND RISK AND THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE RESULTING THEREFROM AND WHICH ARE CAUSED TO YOUR COMPUTER; DATA OR FROM ANY COMPUTER BUGS, VIRUSES, TROJAN HORSES OR OTHER DESTRUCTIVE CODE RESULTING FROM USE OF MISSIONKEEPER OR ANY CONTENT OBTAINED FROM MISSIONKEEPERSOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM STATE TO STATE.

10. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED UNDER LAW, THE COMPANY AND ITS AFFILIATES, SUPPLIERS AND PARTNERS HAVE NO OBLIGATION OR LIABILITY (WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LIABILITIES (INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF DATA, REVENUE OR PROFIT) ARISING FROM OR RELATED TO YOUR USE OF THE WEBSITE OR ANY CONTENT PROVIDED BY OR THROUGH MISSIONKEEPER, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THE FOREGOING LIMITATION APPLIES TO DAMAGES ARISING FROM (i) YOUR USE OR INABILITY TO USE OF MISSIONKEEPER; (ii) COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS OR SERVICES PURCHASED THROUGH OR FROM OUR WEBSITE; (iii) THIRD PARTY CONTENT MADE AVAILABLE TO YOU THROUGH THE WEBSITE; OR (iv) ANY OTHER MATTER RELATING TO THE WEBSITE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY'S LIABILITY AND THE LIABILITY OF EACH OF ITS OFFICERS, MANAGERS, INVESTORS, EMPLOYEES, AGENTS, ADVERTISERS, LICENSORS, SUPPLIERS, SERVICE PROVIDERS AND OTHER CONTRACTORS TO YOU OR ANY THIRD PARTIES UNDER ANY CIRCUMSTANCE IS LIMITED TO A MAXIMUM AMOUNT OF $100.

11. MISCELLANEOUS.

1. Marketing. You grant to Company, its affiliates and its and their employees and representatives the right to use your name and logo in Company’s marketing materials and to publicize your use of MissionKeeper.

2. Notices. All notices, requests and consents hereunder shall be in writing and deemed given on the date received as evidenced by proof of receipt, and delivered by (i) hand; (ii) certified mail, return receipt requested; (iii) overnight courier of national reputation; or (iv) or e-mail. Notice shall be sent to Company at 8117 W Manchester Avenue, Box #517, Playa Del Rey, Ca 90293 box and by Email to Legal@ksidatasciences.com. Notices shall be sent to you at the address you used to register with MissionKeeper.

3. Amendments. Company may amend these Terms of Use from time to time. In the event Company makes a change to these Terms of Use, Company will notify you by posting the revised Terms of Use on MissionKeeper. Any amendment to these Terms of Use will be effective immediately upon the posting of the revised Terms of Use on MissionKeeper. If you do not agree with the changes made to these Terms of Use, you should no longer use MissionKeeper or any MissionKeeper Data. Continued use of MissionKeeper or MissionKeeper Data after such changes to the Terms of Use will constitute your acceptance of such changes.

4. Governing Law. These Terms of Use and the relationship between you and the Company shall be governed by the laws of the State of California without regard to conflict of law provisions and shall be deemed to have been entered into in the County of Los Angeles, California.  All questions concerning the validity, interpretation or performance of any of its terms or provisions or of any rights or obligations of the parties hereto, or any rights or obligations on whatever legal theory arising out of or related to these Terms of Use shall be brought in Los Angeles County in accordance with the laws of the State of California and the parties agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Los Angeles, California. The parties hereby expressly waive any claim of forum non conveniens.

5. Force Majeure. Company shall not be liable for any failure of performance or equipment due to causes beyond its reasonable control, including, but not limited to, acts of God, fire, flood or other catastrophes, any law, order, regulation, direction, action or request of any governmental entity or agency, or any civil or military authority, national emergencies, insurrections, riots, wars, or strikes, lock-outs, work stoppages, or labor difficulties.

6. Relationship. Nothing in these Terms of Use shall be construed to create a joint venture, partnership, franchise, or an agency relationship between you and Company. Neither you nor Company has the authority, without the other other’s prior written approval, to bind or commit the other in any way.

7. Non-Solicitation. You acknowledge that you may have contact with Company’s employees, independent contractors and/or agents and that such persons may be rendering valuable and/or unique services, the interruption or termination of which may cause serious disruption to the business interests of Company.  Therefore, you agree that you shall not solicit, for the purpose of employment, the employees, independent contractors and/or agents of Company without the prior written consent of Company.  This provision shall remain in effect in respect to any person engaged in the activities related to these Terms of Use for duration of the Term and one year thereafter.

8. Export Control. You may not use, export or re-export any product or service offered on the MissionKeeper, in violation of any applicable laws or regulations, including, without limitation, United States export laws and regulations.

9. Entire Agreement. You agree that these Terms of Use constitute the complete and exclusive written expression of the agreement between the you and Company, and supersede all prior or contemporaneous proposals, oral or written, understandings, representations, conditions, warranties, covenants, and all other communications between you and Company relating to the subject matter of these Terms of Use.  These Terms of Use may not in any way be explained or supplemented by a prior or existing course of dealings, by any usage or trade or customs, or by any prior performance.

10. Assignment. You may not assign these Terms of Use or any of your obligations or rights under these Terms of Use, and in no event will your obligations or rights be assignable by operation of law or otherwise, including, but not limited to, bankruptcy, insolvency, reorganization or filing of any petition seeking relief under any foreign, Federal and/or State law generally affecting the rights of creditors. Any attempted assignment by you is void.

11. Waiver. Failure or neglect by you or Company to enforce the provisions contained in these Terms of Use shall not be construed, nor shall be deemed to be, a waiver of either party’s rights, nor prejudice the right of either party to take subsequent action. A waiver or consent given on one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion. To be effective, a waiver must be in writing and signed by the waiving party.

12. Severance. The invalidity or unenforceability of any provision of these Terms of Use shall not affect the validity or enforceability of any other provision hereof. If any provision of these Terms of Use is found to be void or unenforceable in any jurisdiction, then, all other provisions hereof shall remain in full force and effect as if the void or unenforceable provision had been severed and deleted.

13. Headings. Headings in these Terms of Use are for convenience only and shall not be used to interpret or construe its provisions.

14. Timing to Initiate Legal Action. YOU AND COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OF USE AND/OR MISSIONKEEPER MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED AND YOU ACKNOWLEDGE THAT COMPANY MAY RELY UPON THIS PROVISION TO ESTOP THE ASSERTION OF SUCH CLAIM(S).