Keystone Market Insights, LLC (“Keystone”) is a market research provider that offers custom research services and access to proprietary market research reports. These terms and conditions govern any services that we agree to provide to you (“Client”) and are incorporated by reference into any written Statement of Work (“SOW”) or Invoice (defined below) that we issue to Client in writing. These terms together with any applicable SOW or Invoice are referred to collectively as the “Agreement.” Client has read, understands, accepts, and agrees to be bound by the Agreement upon Keystone’s issuance of the applicable SOW or Invoice to Client. In the event of a conflict between any SOW or Invoice and these Terms, these Terms shall control as to the conflicting terms unless expressly stated otherwise in the SOW. Capitalized terms not defined herein have the meaning set forth in the SOW or Invoice. 

1. Services 

Upon receipt of an order from Client requesting a copy of one or more of Keystone’s non-custom, proprietary market research reports (“Standard Report”), Keystone will issue an invoice to Client (“Invoice”). Upon receipt of payment in full, Keystone will send Client a link from which a copy of the Standard Report may be downloaded. Client is granted a limited, non-exclusive license to access and download or print a copy of the purchased Standard Report to use solely for Client’s own internal working purposes. Client shall keep all copyright or other proprietary notices intact. Client shall not modify, copy, distribute, reproduce, republish, display, post, transmit, sell, monetize, or otherwise commercialize any Standard Report in any form or by any means, in whole or in part, without Keystone’s prior written consent in each instance; provided, however, that Client may share a copy of the Standard Report with its professional advisors on an as needed basis. Client’s license to any Standard Report will be immediately terminated for violation of this Agreement.

Custom research services, if requested, shall be provided in accordance with and subject to an applicable SOW (the “Custom Services”). Any additional statements of work shall be deemed issued and accepted only if signed by the Parties. Keystone will provide Client with a final report detailing the results of the Custom Services in a format to be determined by Keystone in its sole discretion (“Custom Report”). Keystone will send Client a link from which a copy of the Custom Report may be downloaded. Custom Reports do not include the raw data used to prepare the Custom Reports, which remains proprietary to Keystone. If Client requests, Keystone may in its sole discretion, provide Client with a spreadsheet containing the final data used to prepare the Custom Report and grant Client a limited, non-exclusive license to use the spreadsheet data solely for Client’s own internal working purposes. If the license is granted, Client shall keep all copyright or other proprietary notices intact. Client shall not publish, post, sell, offer to sell, license, lease, or otherwise monetize or commercially exploit the licensed data. 

The Custom Services may require, and Client agrees to provide to Keystone, any necessary information and reasonable access to premises, employees, contractors, and equipment (“Client Materials”). Client represents and warrants that the Client Materials are accurate and have been verified by Client and that Keystone may rely upon and use the Client Materials in the performance of the Custom Services without the need for independent verification. Keystone shall not be responsible for any defects in its Custom Services attributable to its reliance upon or use of Client Materials. 

The Standard Report services and Custom Services may be referred to herein collectively as the “Services.”

2. Fees

As consideration for the Services and any rights granted herein, Client shall pay the Fees set forth in the applicable SOW or Invoice. Keystone shall issue an invoice for any Fees and any expenses incurred by Keystone that are pre-approved in writing by Client, which invoice is due and payable upon receipt. All late payments shall bear interest at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Client shall also reimburse Keystone for all reasonable costs incurred in collecting any late payments, including, without limitation, reasonable attorneys' fees. Keystone reserves the right to withhold delivery of any Standard Report or Custom Report, as applicable, until payment of all Fees has been received or to terminate this Agreement.

Client shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder; provided, that, in no event shall Client pay or be responsible for any taxes imposed on, or with respect to, Keystone's income, revenues, gross receipts, personnel, real or personal property, or other assets. 

3. No Warranty; Limitation of Liability

THE SERVICES, STANDARD REPORTS, AND CUSTOM REPORTS ARE PROVIDED "AS IS". KEYSTONE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, ACCURACY, COMPLETENESS, USEFULNESS, RELIABILITY, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF THE USE OF THE SERVICES, STANDARD REPORTS, AND CUSTOM REPORTS. KEYSTONE MAKES NO WARRANTY THAT THE SERVICES, STANDARD REPORTS, OR CUSTOM REPORTS WILL BE FREE OF ERRORS OR OMISSIONS. KEYSTONE DISCLAIMS AND EXCLUDES ANY AND ALL RESPONSIBILITY OR LIABILITY FOR DATA OR CONTENT INCLUDED IN, OR MADE AVAILABLE THROUGH, THE SERVICES, INCLUDING CLIENT MATERIALS, OR ANY CONTENT OR SERVICES PROVIDED BY, OR ACQUIRED FROM, THIRD PARTIES.

IN NO EVENT SHALL KEYSTONE BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OPPORTUNITIES, OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE RELIANCE ON ANY STANDARD REPORTS OR CUSTOM REPORTS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT KEYSTONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KEYSTONE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AGGREGATE AMOUNTS ACTUALLY PAID BY CLIENT TO KEYSTONE PURSUANT TO THE APPLICABLE SOW OR INVOICE. 

Neither this Agreement nor any of the Services provided hereunder shall constitute or provide for, and Keystone shall not be considered as legal, investment, accounting or other professional services advice, nor to have rendered, any legal or financial opinions. Client acknowledges and agrees that the content is not provided for the purpose of rendering legal, investment, accounting, or other professional services. Client should not act or refrain from acting on the basis of any Custom Report or Standard Report without seeking the advice of a competent professional in the applicable subject matter. Keystone expressly disclaims all liability in respect of actions taken or not taken based on any Custom Report, Standard Report, or any other content in connection with the Services.

4. Intellectual Property Ownership

Keystone owns and retains all right, title, and interest in and to all content on this site, all methodologies, technology, tools, algorithms, analyses, systems, databases, forms, and processes used in performing the Services, all Standard Reports, all raw data and materials generated by or resulting from the Services, including without limitation written materials, notes, contact information, drafts, computer files, reports, studies or other tangible manifestations of Keystone’s efforts (but excluding the Custom Report), all modifications and derivative works relating to the foregoing, and all intellectual property rights therein (“Keystone IP”). Client’s ability to use the Custom Report does not require access to any Keystone IP. Keystone reserves all rights in and to the Keystone IP not expressly granted to Client in this Agreement. Client shall not (i) reverse engineer any Keystone IP, or any other confidential or proprietary information of Keystone for any purpose whatsoever; or (ii) support, authorize, or use software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology) to scrape information from Keystone’s emails, reports, or systems. 

Client owns and retains all right, title, and interest in and to the Client Materials and upon payment in full of the Fees, the Custom Report, if applicable, but excluding any Keystone IP contained therein. As necessary to perform the Custom Services, Client grants Keystone a royalty-free, non-exclusive, non-sublicensable, and non-transferable license to use and reproduce the Client Materials during the Term.

5. Confidentiality 

From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form, is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed and within five (5) business days thereafter, is summarized in writing, and confirmed as confidential (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this 5; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any of the Disclosing Party's Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Group (as defined below) who are bound to confidentiality obligations no less stringent than those contained in this Section and who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The Receiving Party shall be responsible for any actions of the Receiving Party’s Group that would be in breach of this Agreement if done (or not done) by the Receiving Party. 

If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy. For purposes of this Section 7 only, Receiving Party's Group shall mean the Receiving Party's affiliates and its or their employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, Keystones, sublicensees, subcontractors, attorneys, accountants, and financial advisors. At any time, at the request of the Disclosing Party, the Receiving Party shall return or destroy all of the Disclosing Party’s Confidential Information in its possession; except that the Receiving Party may maintain any computer back-ups or similar storage made in the ordinary course of the Receiving Party’s business and any copies required for regulatory compliance, provided that Receiving Party shall continue to comply with its obligations with respect to Confidential Information when managing such maintained copies. The obligations set forth in this section shall survive termination of this Agreement for a period of three (3) years. 

6. Indemnity 

Notwithstanding any other provision contained elsewhere in this Agreement to the contrary and to the fullest extent permitted by law, Client shall be liable for and indemnify, defend, and save Keystone, its officers, directors, employees, parents, subsidiaries, and affiliates harmless from and against any and all claims, losses, costs, expenses, judgments, damages (including incidental, consequential, indirect and special damages), penalties, and liabilities of any kind or nature whatsoever (including, without limitation, all penalties, attorney’s fees, fines and administrative or civil sanctions arising out of or related to such claim), suffered as a result of, or arising out of, or in connection with, economic loss suffered by third parties and/or investment, merger, acquisition, or sales decisions of Client or third parties in reliance upon the Services, Custom Reports, or Standard Reports.

7. Term & Termination

Custom Services shall commence on the date stated in the SOW and shall end upon delivery of the Custom Report (“Term”) unless sooner terminated hereunder. Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) if the Defaulting Party: 

    (a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. 

    (b)  (i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within 7 business days or is not dismissed or vacated within 45 business days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

8. Limitation of Liability 

IN NO EVENT SHALL KEYSTONE BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OPPORTUNITIES, OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE RELIANCE ON ANY CUSTOM REPORTS OR STANDARD REPORTS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT KEYSTONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KEYSTONE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AGGREGATE AMOUNTS ACTUALLY PAID BY CLIENT TO KEYSTONE PURSUANT TO THE APPLICABLE SOW. 

9. Data Security 

Keystone will use reasonable administrative, physical, and technical safeguards to protect Client’s Confidential Information against loss, misuse, or unauthorized access, disclosure, alteration, or destruction. Keystone will promptly notify Client if it becomes aware of any unauthorized access to or disclosure of Client’s Confidential Information. 

10. Notices 

All notices required under this Agreement must be in writing and addressed to the other Party at its address set forth in the applicable SOW or Invoice and must be delivered by personal delivery, nationally recognized overnight courier, certified or registered mail (in each case, return receipt requested, postage prepaid), or e-mail (with confirmation of receipt). Except as otherwise provided in this Agreement, a Notice is effective only on receipt by the receiving Party.

11. Force Majeure 

No Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for Client’s payment obligations hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, or other natural disasters; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns or power outages or shortages, and f) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within three (3) business days of the Force Majeure Event to the other Party and shall use commercially reasonable efforts to end the failure or delay. In the event that the Impacted Party's failure or delay remains uncured for a period of 120 consecutive days, either Party may terminate this Agreement upon five (5) business days' written notice. 

12. Miscellaneous 

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. Keystone reserves the right in its sole discretion to modify or change these Terms and Conditions. All immaterial changes shall be effective immediately upon being posted on this site. Material changes, as determined in Keystone’s sole discretion, will be posted to this site and effective as to an existing Client who continues to use the Services, upon the earlier of: (1) the Client’s written agreement; or (2) thirty (30) days after notice by email or via other means, including, but not limited to, a pop-up banner, message, or other conspicuous notice on the site. If any term or provision of this Agreement is determined to be invalid, illegal, or unenforceable in any jurisdiction, the validity and enforceability of the remaining terms of this Agreement shall not be affected or impaired in any way. No waiver by any Party of any of the provisions of this Agreement shall be deemed a waiver of any preceding or subsequent breach, right, or remedy. Either Party may assign any of its rights or delegate any of its obligations to any affiliate or any person acquiring all or substantially all of the assigning Party’s assets without the other Party’s consent. Any other assignment shall require the other Party’s written consent, not to be unreasonably withheld. Any purported assignment or delegation in violation of this Agreement shall be null and void. This Agreement shall be binding on and inure to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement. Any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

13. Governing Law 

This Agreement and all related documents, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of Florida without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Florida. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement or the Services, in the courts of the State of Florida sitting in Hillsborough County, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the courts of the State of Florida sitting in Hillsborough County. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

14. Entire Agreement. This Agreement, including and together with any SOWs and Invoices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.