The KEYSTROKE Group Inc. END USER LICENSE AGREEMENT

IMPORTANT - READ CAREFULLY: This END USER LICENSE AGREEMENT ("Agreement") is a legal agreement between you (either an individual or an entity) and the Keystroke Group Inc. ("Keystroke") and its successor entity or entities for the use of the Hosting Service offered by KEYSTROKE and the object code version thereof, which includes, any updates, upgrades, revisions or new releases of the service and any associated media, sample code, materials or documentation, in physical or electronic form and any related services (the "Service").

Before using the Service please carefully review the terms and conditions set out below. By clicking on the "Yes" or "Agree" or "Submit" button during the Service purchase or installation process on your mobile device or By clicking on the "Yes" or "Agree" or "Submit" button our account creation at a KEYSTROKE website, you acknowledge that you have read the terms and conditions of this Agreement, and that you understand and agree to be bound by the terms and conditions of this Agreement. If you do not agree to be bound by the terms and conditions of this Agreement, click on the "Back" button and you will not be able to download or use the Service in any manner whatsoever.

KEYSTROKE reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time in its sole discretion. If the Agreement is changed or modified, we will post the revised Agreement on WWW.KEYSTROKE.CA. Any changes or modifications will be effective upon posting of the revised Agreement on the website and your access to and use of the Service following the posting of such changes or modifications will constitute your acceptance of the revised Agreement. Should you have any questions concerning this Agreement, please contact KEYSTROKE at 500 Gordon Baker Road, Toronto, ON M2H 3B4.

This Service is licensed not sold.

TERMS AND CONDITIONS

1. LICENSE GRANT AND LIMITATIONS. Subject to the terms and conditions of this Agreement, KEYSTROKE grants to you a non-exclusive, non-transferable license to store, load, install, execute, display and use the Service.
   

2. RESTRICTIONS. Except as expressly provided in this Agreement, and except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation, you may not:

   1. alter, translate, adapt, modify, reverse engineer, decompile or disassemble the Service or any component of the Service;

   2. decrypt, extract or otherwise attempt to discover any source code, trade secrets or confidential information contained in the Service or any component of the Service; or

   3. transfer, resell, sublicense, rent, lease, or lend the Service, in whole or in part or use the Service for any timesharing, outsourcing, rental or third party service bureau purposes, commercial or otherwise. You acquire absolutely no rights or license to the Service other than the limited right to use the Service in accordance with the terms and conditions of this Agreement. KEYSTROKE is not obligated to support or provide any updates, upgrades, revisions, or new releases of the Service. However, KEYSTROKE, in its sole discretion, may update, upgrade, revise or provide new releases of the Service from time to time and such update, upgrade, revision or new release of the Service shall be governed by the terms and conditions of this Agreement.
      

3. LINKED SITES. The Service may contain hypertext links to the websites or mobile internet sites of third parties. Such hypertext links should not be construed as KEYSTROKE's express or implied endorsement of any linked website or an affiliation with their owners or operators. KEYSTROKE cannot and does not warrant the quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for a particular purpose of any information, data, or services available on or through the Service, and KEYSTROKE disclaims any opinions express on such websites.
   

4. VIRUSES. KEYSTROKE cannot and does not guarantee or warrant that its website or the Service is compatible with your system or devices or that the Service will be free of viruses, disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing the safeguards to protect the security and integrity of your systems and devices. You are responsible for the costs of any service, repairs or connections which may be necessary to your systems and devices as a result of your use of the Service.
   

5. CONFORMANCE WITH LAW. You agree to use the Service for lawful purposes only and in a manner consistent with all applicable local, provincial, state, national or international laws, rules and regulations.
   

6. CONFIDENTIALITY. The Service embodies confidential information and valuable trade secrets of KEYSTROKE and its licensors. You agree to maintain the confidentiality of all confidential and proprietary information of KEYSTROKE and its business, including the Service, and will not release, disclose, or divulge any such or proprietary confidential information. You will take all reasonable steps to ensure that confidential or proprietary information of KEYSTROKE and its business is not disclosed or distributed in violation of the terms of this Agreement.
   

7. COPYRIGHT AND TRADE-MARKS. The Service is proprietary to KEYSTROKE and its licensors. The Service is protected by copyright and other intellectual property laws. All rights, title, and interest, including all copyright and other intellectual property rights in and to the Service, and any copies of the Service are owned by KEYSTROKE or its licensors. All rights not expressly granted in this Agreement are reserved to KEYSTROKE. Nothing in this Agreement shall be construed as a license to use any trade-mark, trade-name, design mark, logo, emblem or other distinctive mark, whether registered or not, of KEYSTROKE or its licensors (collectively, the "Marks") and you acknowledge that you acquire no right, title or interest in or to any of the Marks and you shall not in any manner represent that you have any ownership interest in the Marks or dispute or contest for any reason whatsoever, directly or indirectly, the validity of the ownership of the Marks, nor directly or indirectly attempt to dilute the value of the goodwill attached to the Marks, nor counsel anyone to do any of the foregoing during or after the termination of this Agreement. You will not remove or change any trademark, copyright or other intellectual property notices contained in the Service or any component of the Service.
   

8. DISCLAIMER AND LIMITATION OF LIABILITY NO WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ANY SERVICES RELATED THERETO ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND. KEYSTROKE AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR COLLATERAL, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY OR THAT THE SERVICE OR ANY RELATED SERVICES ARE FREE OF VIRUSES OR OTHER DISABLING DEVICES, ARE ACCURATE, OR ERROR FREE OR THAT ERRORS WILL BE CORRECTED OR THAT THE SERVICE OR ANY RELATED SERVICES WILL OPERATE WITHOUT INTERRUPTION. THE USE OR PERFORMANCE OF THE SERVICE AND ANY RELATED SERVICES IS AT YOUR OWN RISK.
   

9. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL KEYSTROKE OR ITS LICENSORS BE LIABLE FOR: ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES; OR DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR INFORMATION (INCLUDING WITHOUT LIMITATION ANY LOST E-MAILS OR LOSS OF ANY CONTENT CONTAINED WITHIN E-MAILS), BUSINESS INTERRUPTION OR OTHER PECUNIARY LOSS ARISING OUT OF THIS AGREEMENT, THE USE OF THE SERVICES OR RELATED SERVICES, THE ABILITY OR INABILITY OF THE SERVICE OR RELATED SERVICES TO ACCESS OR BE USED TOGETHER OR WITH ANY OTHER SERVICE OR ANY ELECTRONIC DEVICE, THE PROVISION OF OR FAILURE TO PROVIDE THE SERVICE OR SERVICES, INCLUDING SUPPORT SERVICES FOR THE SERVICE, EVEN IF KEYSTROKE, AND ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN ANY CASE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF KEYSTROKE AND ITS LICENSORS ARISING IN ANY MANNER UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO $1.00. SOME JURISDICTIONS DO NOT ALLOW OR PLACE LIMITATIONS UPON THE EXCLUSION OR LIMITATION OF LIABILITY AND, ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
   

10. SCOPE OF LIMITATION AND DISCLAIMER. THE FOREGOING LIMITATIONS AND DISCLAIMERS APPLY REGARDLESS OF THE CAUSES OR CIRCUMSTANCES GIVING RISE TO THE LOSS, DAMAGE, CLAIM OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE, CLAIM OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS, STRICT LIABILITY, BREACH OF CONTRACT INCLUDING, WITHOUT LIMITATION, FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM, PRODUCT LIABILITY OR INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET, TRADE-MARK OR OTHER INTELLECTUAL PROPERTY RIGHT.
    

11. TERM AND TERMINATION. This Agreement is effective from the date you click "Yes" or "Agree" or "Submit" and continues in full force and effect until terminated, as provided below. This Agreement will terminate immediately if you fail to comply with any term or condition of this Agreement. Upon any termination of this Agreement, you may no longer access or use the Service.

12. OFFICIAL LANGUAGE. The official language of this Agreement is English. It is the express wish of the parties that this Agreement and any related documents be drawn up and executed in English. For our French speaking customers it is the express wish of the parties that this agreement and all related documents be drawn up and signed in English.
    

13. EXPORT RESTRICTIONS. In additions to the restrictions set out in Section 1(b) of this Agreement, you agree that you will not, directly or indirectly, export or transmit the Service or related documentation and technical data to any country to which such export or transmission is restricted by any applicable law or regulation. You agree to indemnify, defend and hold harmless KEYSTROKE, its officers, directors and employees, from and against any losses, damages and expenses (including lawyers' fees) arising out of or relating to any claims that you have, directly or indirectly, exported or transmitted the Service in violation of any applicable export restrictions.
    

14. COMMUNICATION. You grant KEYSTROKE permission to contact you at the e-mail address associated with your Hosting account to communicate service health updates, service information, and service promotions. You can opt-out by accessing the 'Unsubscribe' option located in the e-mail footer.
    

15. SEVERABILITY. This Agreement constitutes the entire Agreement between KEYSTROKE and you. The invalidity or unenforceability of any provision of this Agreement or any covenant contained in this Agreement will not affect the validity or enforceability of any other provision or covenant contained in this Agreement and any such invalid or unenforceable provision or covenant will be deemed to be severable. This Agreement will be governed by, and construed in accordance with, the laws of Province of Ontario and the laws of Canada applicable therein and the parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario. You agree that this Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the service of which is expressly excluded.

Last updated 04/13/2021