Terms
of
Use

End-User License Agreement (“Agreement”)

Last updated: July, 2017

By using and accessing Kuiper Data Technologies Corporation’s (doing business as Kyper)(“Kyper”) data services(“Services”) and the data made available to you via Kyper’s website or APIs (“Data”), you expressly agree to this End-User License Agreement. Please read this End-User License Agreement (“Agreement”) carefully before clicking the “I Agree” button. By clicking the “I Agree” button, you are agreeing to be bound by the terms and conditions of this Agreement.

This Agreement is a legal agreement between you (either an individual or a single entity) and Kyper and it governs your use of the data and services made available to you by Kyper.

The Services and Data are licensed, not sold, to you by Kyper for use strictly in accordance with the terms of this Agreement.

License

Kyper grants you a revocable, non-exclusive, non-transferable, limited license to use its Data and Services solely for your personal, non-commercial purposes, strictly in accordance with the terms of this Agreement.

Updates to Services

Kyper may from time to time provide enhancements or improvements to the features/functionality of the Services, which may include patches, bug fixes, updates, upgrades and other modifications (“Updates”).

Updates may modify or delete certain features and/or functionalities of the Services. You agree that Kyper has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Services to you.

You further agree that all Updates will be (i) deemed to constitute an integral part of the Services, and (ii) subject to the terms and conditions of this Agreement.

Third-Party Services

The Services may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services (“Third-Party Services”).

You acknowledge and agree that Kyper shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Kyper does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.

Third-Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

Registration and Account Security

1. You agree to make the following commitments relating to registering and maintaining the security of your account:

2. You will not provide any false personal information on registration, or create an account for anyone other than yourself without permission.

3. You will not create more than one personal profile.

4. You will keep your contact information accurate and up-to-date.

5. You will not transfer your account to anyone without first getting our written permission.

6. You will not share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account. You will be responsible for any activities under your account.

7. Kyper will not be liable for your loss if you fail to comply with the account security requirements.

8. If you select a username for your account we reserve the right to remove or reclaim it if we believe appropriate (such as when a trademark owner complains about a username that does not closely relate to a user’s actual name).

Restrictions

You agree not to, and you will not permit others to:

1. license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Services and Data or make the Services and Data available to any third party.

2. modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Services.

3. remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Kyper or its affiliates, partners, suppliers or the licensors and Data Providers of the Application.

Academic publication of derivative works, with proper credit to Kyper and the Data Vendor, is permissible.

Disclaimer

The Services and Data are provided to you “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Kyper (on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers) and its third party data providers (“Data Providers”), expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Services and Data, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, Kyper and Data Providers provide no warranty or undertaking, and makes no representation of any kind that the Services and Data will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither Kyper nor its Data Providers make any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Services, Data, or the information, content, and materials or products included thereon; (ii) that the Services and Data will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of Data or any information or content provided through the Services; or (iv) that the Services, Data, servers, the content, or e-mails sent from or on behalf of Kyper are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Limitation of Liability

Notwithstanding any damages that you might incur, the entire liability of Kyper and any of its Data Providers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the Services and Data.

To the maximum extent permitted by applicable law, in no event shall Kyper or its Data Providers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the Services, Data, third-party software and/or third-party hardware used with the Services, or otherwise in connection with any provision of this Agreement), even if Kyper or any Data Providers has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Indemnification

You agree to indemnify and hold Kyper and its parents, subsidiaries, affiliates, officers, employees, agents, partners, licensors (if any), and its Data Providers harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of your: (a) use of the Services; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.

Privacy Policy

Kyper collects, stores, maintains, and shares information about you in accordance with its Privacy Policy. By accepting this Agreement, you acknowledge that you hereby agree and consent to the terms and conditions of our Privacy Policy.

You agree that Kyper may share with the its third party Data Providers information you have provided such as your name and your email address and information about your usage of the Data.

Your Suggestions

Any feedback, comments, ideas, improvements or suggestions (collectively, “Suggestions”) provided by you to Kyper with respect to the Services and Data shall remain Kyper’s sole and exclusive property.

Kyper shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to you.

Term and Termination

This Agreement shall remain in effect until terminated by you or Kyper.

Kyper may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.

This Agreement will terminate immediately, without prior notice from Kyper, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by submitting a termination request to Kyper.

Upon termination of this Agreement, you shall cease all use of the Services and Data.

Termination of this Agreement will not limit any of Kyper’s rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute waiver of any subsequent breach.

Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Amendments to this Agreement

Kyper reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Data and Services after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Data and Services.

Governing Law

The laws of Massachusetts, United States, excluding its conflicts of law rules, shall govern this Agreement and your use of the Data and Services. Your use of the Services may also be subject to other local, state, national, or international laws.

This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Good.

Contact Information

If you have any questions about this Agreement, please contact us.

Entire Agreement

The Agreement constitutes the entire agreement between you and Kyper regarding your use of the Data and Services and supersedes all prior and contemporaneous written or oral agreements between you and Kyper.

You may be subject to additional terms and conditions that apply when you use or purchase other Data, which Kyper will provide to you at the time of such use or purchase.