Terms & Conditions (Canada)

Definition(s):

Client is the Company contracted to Keel Mind Inc.

Vendor is Keel Mind Inc.

CONFIDENTIALITY

Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client. The Vendor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Vendor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

All written and oral information and material disclosed or provided by the Client to the Vendor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Vendor.

Ownership of Data & Intellectual Property

All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of the Vendor. The Client is granted a non-exclusive limited use license of this Intellectual Property. Any software produced during the course of this Agreement may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies. Get-A-Head does retain aggregated, non-personally identifiable information that will be used for the improvement of the platform. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Vendor. Intellectual property rights include the look and feel of any software produced.

We know that customers care deeply about privacy and data security. That’s why Keel Mind gives you ownership and control over your content through simple, powerful tools that allow you to determine how this data is managed and retained. The Keel Mind platform is a PaaS (platform as a service) solution where the Keel Mind organization operates the platform on behalf of the organizations who are our customers. With this in mind, all customer data is owned by the organization customer.

Keel Mind is a data custodian of this customer data, and we protect this data on behalf of our organization customer. The impact of the above approach is that Keel Mind is both reliant and supportive of the organization's data retention and data management policies and processes. We provide the tools for manipulating, adding, removing and expunging all the customer data in support of your internal processes. More specifically, this impacts the typical touchpoints: Data Retention policies Data Privacy policies

RETURN OF PROPERTY

Upon the expiry or termination of this Agreement, the Vendor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

CAPACITY/INDEPENDENT VENDOR

In providing the Services under this Agreement it is expressly agreed that the Vendor is acting as an independent Vendor and not as an employee. The Vendor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

RIGHT OF SUBSTITUTION

Except as otherwise provided in this Agreement, the Vendor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Vendor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
In the event that the Vendor hires a sub-contractor:
The Vendor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to theVendor.
for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Vendor.

AUTONOMY

Except as otherwise provided in this Agreement, the Vendor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Vendor will work autonomously and not at the direction of the Client. However, the Vendor will be responsive to the reasonable needs and concerns of the Client.

INDEMNIFICATION

Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

MODIFICATION OF AGREEMENT

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

ASSIGNMENT

The Vendor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

ENTIRE AGREEMENT

It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

ENUREMENT

This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

TITLES/HEADINGS

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

GENDER

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

GOVERNING LAW

This Agreement will be governed by and constructed in accordance with the laws of the Laws of the State of Delaware.

SEVERABILITY

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

WAIVER

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.