Revised August 25, 2023
This Platform Agreement is a legal agreement between Company and Keep and governs your use of the Services. In this Platform Agreement, unless specifically stated to the contrary, “Company” or “you” means the company that is applying for or has opened a Keep Account to use the Services, and “Keep” or “we” means Keep Technologies Corp. and its past, present, or future affiliates, successors, and assigns, unless stated otherwise.
References to “Platform Agreement” mean this document that you are reading and any terms, agreements, and policies referenced including the Program Terms specific to the Services you use, including but not limited to the following agreements:
and any applicable Additional Terms or supplemental agreements, including any amendments to them that have been or may be made over time.
The terms and conditions of this Platform Agreement are binding as of the date you agree to its terms. In exchange for gaining access to the Services, you are consenting to receive all Notices and communications electronically. For full and comprehensive information about the delivery of such electronic communications, please refer to our Electronic Communication Consent Agreement which can be found on the Keep Website.
You may only apply for and maintain a Keep Account and use the Services if you agree to this Platform Agreement, so read it carefully. If you do not agree with or accept any of these terms and conditions, you should close your Keep Account, cancel your Keep Card, and stop using the Keep Website.
Keep is registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) as a Money Service Business (MSB) with registration number M21992030.
Additional Terms means additional terms or policies to which we may require you to agree in the event that we release new products, features, integrations, promotions, or rewards, or otherwise to enhance and improve the scope and quality of the Services.
Administrator means an individual(s) with the requisite power and authority to conduct business and manage Company’s Keep Account and act on behalf of Company, including consenting to this Platform Agreement, as designated by Company.
Application means the application you submit to us in order to become a Keep customer, including Personal Data and Company Data.
Authorized User is a person to whom we will issue a Credit Card on your Account at your request.
Beneficial Owner means any individual who, directly or indirectly, owns 25% or more of the equity interests of Company.
Beta Services means beta or pre-release products or services, which may contain features and functionality that are incomplete or subject to substantial change or discontinuation.
Business Day means any day other than a Saturday or a Sunday or a public or bank holiday in Canada.
Card Networks means the payment card networks including Mastercard.
Cards means virtual payment cards issued by an Issuer and managed through your Keep Account.
Charge means a payment for goods or services made using a Card to a merchant that accepts payments on the applicable Card Network.
Chargeback means a transaction that is disputed by Company or its Authorized Users in accordance with the rules of a Card Network.
Company, you, and your means you, the natural person or legal entity in whose name the Keep Account is opened and maintained and who has entered into this Agreement with us by virtue of your use of the Keep Account.
Company Data means information or documentation provided by Company to Keep, and which includes Financial Data and any Personal Data provided by Company, Administrators, or Users.
Control Person means a single individual with significant responsibility to control, manage, or direct Company.
Credentials means usernames, passwords, and other identifiers or credentials used to assist in identifying and authenticating you with regard to your use of the Services or to access your Keep Account.
Credit Limit means the total credit limit a Company has available to spend across all Cards.
Dispute means any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us (or persons claiming through or connected with us), on the other hand, relating to or arising out of the Platform Agreement, any Services, any application for a Keep Account, and/or the activities or relationships that involve, lead to, or result from any of the foregoing.
Fees means charges we impose on you for use of Services or your Keep Account.
Financial Data means Company’s bank balance, transaction, account, or other information accessible to Keep through Linked Accounts or Third-Party Services.
Fines means all fines, penalties, or other charges imposed by Keep, a Program Partner, governmental agency or regulatory authority arising from your breaching of this Platform Agreement, any of the Program Terms, or other agreements you have with Keep or a Program Partner.
Issuer means the bank that is a member of the Card Network indicated on Cards and is responsible for issuing the Cards to you.
Keep means Keep Technologies Corp., Registered Office: 515 Legget Drive, Suite 800, Ottawa, Ontario, Canada, K2K 3G4 with Corporation number 1000010054, and its subsidiaries, and affiliates.
Keep Account means your Company’s account(s) with Keep that is/are used to access the Services, including your Keep Business Account, if applicable.
Keep Business Account or Business Account means the collection of Currency Accounts and their associated Balances held by Keep in Company’s name, or the product offered by Keep of the same name whose terms are governed by the Keep Business Account Agreement.
Keep Data means all data developed or collected by Keep through the development or provision of Services, Cards, or Third-Party Services, or generated or recorded by the Keep platform, but which does not include Company Data.
Keep Property means the Services and related technology; Keep Data; and copyrights, patents, trade secrets, trade or service marks, brands, logos, and other intellectual property encompassing or incorporated into each of the foregoing.
Linked Account means a deposit account in the name of Company at a Financial Institution connected to your Keep Account via an integration with Open Banking Services.
Natural Person Applicant means the natural person who applies for a Keep Account on Company’s behalf.
Notice means any physical, voice, or electronic communication, or legal notices that are provided by or directed to Company, Users, or Administrators through phone call, text or SMS, email, push notification, Company’s Keep Account, or by any other means.
Open Banking Services means the services provided by Plaid, Flinks or another Third-Party Service Provider that are used to supply customer Financial Data to Keep.
Payment Schedule means how often you will receive a Statement from Keep for Charges, Fees, and Fines incurred. A Company’s Payment Schedule can be one of Daily, Weekly, Biweekly, or Monthly.
Periodic Statement or Statement means the periodic statements that reflect activity for all Cards issued to Company identifying Charges, Fees, Fines, refunds, or other amounts owed or credited to your Keep Account during the time covered by that statement.
Personal Data means information about an identifiable individual or information that is capable of being used (alone or in combination with other information) to identify an individual.
Primary Linked Account means the specific Linked Account you designate as the funding source we should use first for payment of Charges, Fees, and Fines on your Keep Account.
Program means the collection of Services for which Cards will be distributed by Keep, on behalf of Issuer, to a Company and its Authorized Users.
Program Partner means a bank, financial institution, or other partner that provides services directly related to one or more Programs.
Program Terms means the terms and agreements applicable to portions of the Services, including the Business Account Agreement, Statement Advance Agreement, Cardholder Agreement, Rewards Terms, Linked Accounts Agreement, Flinks End User Agreement, Electronic Communication Consent Agreement, Pre-Authorized Debit Agreement, any Program Partner terms, and any other terms and conditions that govern access to and use of any Program.
Prohibited Activities means the business types and activities posted on our website as updated from time to time. See Prohibited and Restricted Activities.
Prohibited Person means any individual or organization that is subject to sanctions in the United States or Canada, identified on any lists maintained by OFAC or the U.S. Department of State or any equivalent list maintained by the Government of Canada (but not limited to, Global Affairs Canada, Public Safety Canada, the Canada Border Services Agency and the Royal Canadian Mounted Police), or is subject to any law, regulation, or other list of any government agency that prohibits or limits us from providing a Keep Account or Services to such person or from otherwise conducting business with the person.
Restricted Activities means the business types and activities posted on our website as updated from time to time. See Prohibited and Restricted Activities.
Services means the financial products, technology, expense management, cash management, payment services, integrations with Third-Party Services, and all other services provided by Keep, including those available through your Keep Account.
Third-Party Services means services provided by Third-Party Service Providers.
Third-Party Service Provider means an affiliate or other third party that assists us in providing the Services to you, that supports our internal operations, or that provides other services related or connected to, or provided through the Services or a Keep Account.
Users means any employees, contractors, or agents authorized to use the Services on Company’s behalf and includes Administrators and other account roles as designated by Keep.
We, us, and our means Keep.
Website or Keep Website means the website available at www.trykeep.com.
Only companies organized and registered in Canada (such as corporations, partnerships, sole proprietorships, non-profits, or trusts) may apply for a Keep Account and use the Services. Individual consumers and companies organized and/or registered outside of Canada are not permitted to use or attempt to open or use a Keep Account or the Services.
Company’s Keep Account is commercial in nature, and you acknowledge and understand that certain consumer protection laws and consumer-specific rules, such as sections designated as “consumer provisions” in the Bank Act and provincial and territorial consumer protection legislation, do not apply to transactions on your Keep Account or your use of the Services.
By submitting an application for a Keep Account, the Natural Person Applicant represents and warrants in an individual capacity and as an authorized representative of Company that:
You must provide Company Data to apply for and maintain a Keep Account and any Services. Company Data may include registered business name, business address, ownership details, contact information (including, email and phone number, tax identification number), the nature of the business, financial information, details for your Linked Accounts, and other business or personal information that we may require or request from time to time.
You must also provide certain Personal Data including the names, contact information, personal addresses, and dates of birth of Administrators, Users, Beneficial Owners, and Control Persons. We may also require that you provide certain documentary information used to verify Company Data and Personal Data such as organizational documents and certificates of registration, proof of address, or personal identification.
You must connect at least one Linked Account to your Keep Account. All Linked Accounts must be business accounts rather than consumer accounts, except in the case of sole proprietors which may link a consumer account. You authorize us to verify that the account details you provide for your Linked Account are correct and the Linked Account belongs to you. For full and comprehensive information about Linked Accounts, please refer to our Linked Accounts Agreement, which can be found on the Keep Website.
Keep and its Program Partners rely on the accuracy of the information you provide when opening and maintaining your Keep Account. You may be required to verify information previously provided or provide additional information in the course of applying for or receiving certain Services.
You acknowledge that you have obtained or will obtain appropriate consent and authorization of any person whose Personal Data you provide before sharing such data with Keep.
We may approve or deny your application or grant you provisional, limited access to the Services or your Keep Account while your application is pending additional review. We may deny your application, interrupt provision of the Services to you, or suspend or close your Keep Account where, in our sole determination, the information you provided is incomplete, inaccurate, or out of date.
You agree that submitting your application for a Keep Account and indicating your agreement to the terms of this Platform Agreement electronically during the application process constitutes your electronic signature to this Platform Agreement. You also agree that your electronic consent has and will have the same legal effect as a physical signature. By agreeing to the terms of the Platform Agreement, you consent to us providing Notices and account statements to you electronically, and understand that this consent has the same legal effect as a physical signature.
Your Keep Account and the Services may not be (a) used for any purpose that is unlawful or prohibited by this Platform Agreement, (b) used for any personal, family, or household use, (c) used for any transaction involving any Prohibited and Restricted Activities, (d) provided to or used for any transaction involving an individual, organization, country, or jurisdiction that is blocked or sanctioned by the United States, including those identified on any lists maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) or the U.S. Department of State or any equivalent list maintained by the Government of Canada (but not limited to, Global Affairs Canada, Public Safety Canada, the Canada Border Services Agency, and the Royal Canadian Mounted Police), (e) used by third parties who are not Company employees, contractors, or agents or who are otherwise unaffiliated with Company, or (f) used for any purpose not related to the business of Company.
We will not approve and may terminate Keep Accounts that we know or believe are engaged in any Prohibited and Restricted Activities or otherwise do not comply with the restrictions in this section, as determined in Keep’s sole discretion. Keep may limit Company’s use of certain Services or require that you provide additional information to open or maintain your Keep Account where Company is engaged in Prohibited and Restricted Activities, as determined in Keep’s sole discretion.
We may update the lists of Prohibited Activities or Restricted Activities at any time. You agree to review these lists regularly and email us at email@example.com with any questions you have about how these lists may apply to Company's business. You agree to pay all Fines assessed against Keep for your violation of the restrictions and requirements of this section or any use of the Services in connection with any Prohibited Activities or Restricted Activities.
Keep reserves the right to refuse the creation of duplicate accounts for the same user due to security and client identification requirements. In a case where duplicate accounts are detected, Keep reserves the right to close or merge these duplicate accounts without notification to you.
You must specify at least one Administrator to manage your Keep Account when submitting your application. If you do not specify an Administrator, you agree that the Natural Person Applicant will be the Administrator for your Keep Account. Administrators must have, and Company represents that any individual designated as an Administrator has, the requisite power and authority to conduct business and manage Company’s Keep Account, including by authorizing debits from Linked Accounts. In the event that an individual designated as an Administrator no longer has such requisite power and authority, Company must notify us promptly and designate another Administrator for the Keep Account.
Administrators may take a variety of actions, including: adding, removing, or managing additional Administrators and Users; connecting and authorizing debits from Linked Accounts, Third-Party Services, and other accounts to your Keep Account; consenting to any new or updated terms or conditions contained in this Platform Agreement or other agreements or policies incorporated in this Platform Agreement, consenting to supplemental agreements, or consenting to any Additional Terms; adding or removing additional Services to Company's account; and taking actions specified in the Program Terms and performing other tasks on Company’s behalf. Administrators must not authorize the use of Company’s Keep Account or the Services by any Prohibited Person. More details about Administrator permissions are available on our Website, and we may change these permissions from time to time by updating our Website or otherwise providing you Notice.
Administrators must monitor Company’s Keep Account activity and statements as required by applicable Program Terms. Certain Services include additional permission levels and authorizations. If you use these Services, Administrators on your Keep Account will be able to authorize and assign Users these permission levels and authorizations.
In the event of a dispute regarding who is authorized to act on behalf of Company in connection with Company’s Keep Account, you agree that Keep is not obligated to adjudicate any such dispute and may continue to honor instructions from any designated Administrator or User, or suspend Company’s Keep Account or limit use of the Services unless and until the dispute is resolved, in Keep’s sole discretion.
Users other than Administrators may perform a variety of more limited activities on the Keep Account, depending on the role assigned to each User. Information about the types of User roles is available on our Website. We may limit the number of Users you can create, and we may change the names, number, and permissions of roles from time to time by updating our Website or otherwise providing you with Notice.
All Users, including Administrators, may use Company’s Keep Account, transact, and use the Services only for valid, lawful, bona fide business purposes on Company’s behalf. Users may not use the Services for personal, family, or household purposes. Users must accept and comply with the Cardholder Agreement.
Company is responsible and liable for any actions or failure to act on the part of Administrators, Users, and those using Credentials issued to Users to access Company’s Keep Account.
Company is responsible for:
Company is liable for any breach or violation by its Users of this Platform Agreement.
Company is responsible for ensuring that Administrators, Users, and any other persons affiliated with Company communicate respectfully and refrain from using any form of disrespectful, harassing, abusive, or hateful speech with Keep team members. If Keep receives reports of any such behavior by representatives of your Company towards our team, we may contact your Administrator, suspend or limit access to Company’s Keep Account or the Services, or close your Keep Account, at Keep's sole discretion.
You will keep your Keep Account secure and only provide access to individuals that you have authorized to use the Services on your behalf. You will take all reasonable steps to safeguard the privacy, confidentiality, and security of User Credentials. You will closely and regularly monitor the activities of Users who access the Services, and you will use all reasonable means to protect Cards, mobile devices, web browsers, and anything else used to access or utilize the Services.
You will ensure that each User has their own unique set of Credentials, keeps those Credentials secure, does not share those Credentials with any other person or third party, and does not reuse Credentials for other services.
You will not allow any unauthorized person to use the Services. You will immediately disable User access to the Services or limit permissions where you know or suspect your Keep Account has been compromised or may be misused or where you know or believe a User’s Credentials are compromised or lost; and you will promptly notify us of any unauthorized access or use of your Keep Account or the Services.
Keep may determine when, how, and under what conditions you may qualify for, accrue, redeem and retain rewards, and Keep may modify these conditions with or without Notice to you. Certain Programs or Services may not be eligible for rewards. Rewards may be subject to caps, revocation, or forfeiture as set forth in the Rewards Terms. All rewards offered are subject to the Rewards Terms and Additional Terms, as applicable.
We may add Programs or Services or modify existing Programs or Services at any time. Some of these Services will be subject to Additional Terms. You acknowledge and understand that in order to use certain Services, you must agree to the Additional Terms that we will provide separately, but which will be incorporated by reference and form a part of this Platform Agreement.
We do not guarantee that each of the Services will always be offered or available to you. Services will change from time to time, and certain Services may be discontinued or others may be added.
You agree that we and any agents acting on our behalf may send Notices to, receive communications from, or otherwise contact, including via text or SMS, the Natural Person Applicant, Administrators, or Users relating to an application submitted on behalf of Company, your Keep Account, or any activity in connection with your Keep Account in accordance with the terms outlined in this section. We and our agents may send Notices or otherwise communicate with you using the contact information provided to us or our agents by the Natural Person Applicant, Administrators, or Users, including phone numbers associated with mobile phones or devices, and may use autodialing or automated voice messaging technology. We and our agents are not responsible or liable for any charges or costs incurred by you, the Natural Person Applicant, Administrators, or Users in connection with such communications.
You agree that Keep may monitor or record the interactions or activities of Administrators, Users, or persons given access to the Services or your Keep Account when using Keep’s Website or mobile applications or accessing the Services. We and our agents may also monitor or record any communications for quality assurance or other reasonable business purposes.
Notices regarding payments, legal terms, and any other important Notices related to your Company’s Keep Account will be sent to the Natural Person Applicant and/or Administrators through your Keep Account or email and are considered received 24 hours after they are sent. You understand that you may not use the Services unless you consent to receive Notices electronically. You may only withdraw consent to receive Notices electronically by closing your Keep Account.
We may send text or SMS messages to the Natural Person Applicant, Administrators, or Users, including in connection with use of Credentials (such as in the case of multi-factor authentication challenges) to allow us to verify their identity. The Natural Person Applicant, Administrators, or Users may elect not to receive texts or SMS messages, but this will limit the use of certain Services and may increase the financial risks to Company that certain texts or SMS messages are designed to mitigate, including losses caused by lost or stolen Credentials.
The Natural Person Applicant, Administrators, and Users are required to maintain updated web browsers, computers, and mobile device operating systems to receive Notices correctly. Email us at firstname.lastname@example.org immediately if you are or believe you are having problems receiving Notices.
You will ensure that Company Data and each User’s Personal Data are current, complete, and accurate in your Keep Account at all times.
We may require additional information from you at any time, including Company Data (such as copies of government-issued identification, business licenses, or other information related to your business) and Personal Data (such as copies of government-issued personal identification and proof of address) to verify Beneficial Owners or Control Persons, validate information you have provided, verify the identity of Administrators or Users, or assess Company’s financial condition and business risks.
Company must be duly organized and remain in good standing under the laws of its jurisdiction of organization at all times.
You will promptly notify us in writing if any of the following occur:
Keep owns all Keep Property. Company, Administrators, and other Users may use Keep Property only as and for the purposes provided in this Platform Agreement and the Program Terms. You may not modify, reverse-engineer, create derivative works from, or disassemble Keep Property or register, attempt to register, or claim ownership in Keep Property or portions of Keep Property.
Keep grants you a nonexclusive and nontransferable license to use Keep Property as provided through the Services and as permitted by this Platform Agreement. This license terminates upon termination of this Platform Agreement unless terminated earlier by us.
We will not share any Company Data with third parties for marketing unaffiliated products without your consent.
You grant Keep a worldwide, irrevocable license to use, modify, distribute, copy, and create derivative works from Company Data for the purposes identified in this Platform Agreement.
We may publicly reference you as a Keep customer on our Website or in other communications during the term of this Platform Agreement. We will not express any false endorsement or partnerships. You grant Keep a limited license to use Company trademarks or service marks for this purpose. Please notify us if you prefer that we not identify you as a Keep customer, and we will remove references to you on our Website or in other communications.
Information provided on our Website and in other communications from us, other than the agreements, offers, policies, and terms referenced or otherwise incorporated by this Platform Agreement or that we otherwise expressly denote as governing your relationship with Keep, is for information purposes only. We may change or update information from time to time without Notice.
Information we provide on our Website and in other communications to you may contain third-party content or links to third-party sites and applications. We do not control any such third-party content, sites, or applications, and we are not responsible or liable for the availability, accuracy, completeness, or reliability of third-party content or for damages, losses, failures, or problems caused by, related to, or arising from such third-party content or the products or practices of third parties.
You may not transfer or assign (by operation of law or otherwise) this Platform Agreement, any of your rights or obligations hereunder, or operation of your Keep Account, without Keep's prior express written consent. If you wish to make such a transfer or assignment, or the ownership of Company is changing, you must give us prior written notice. If we consent to such a transfer or assignment, the assignee or successor must assume all of Company’s rights, obligations, and liabilities under this Platform Agreement and your relationship with Keep, and will be bound by all the terms of this Platform Agreement. Keep may assign, pledge, or otherwise transfer this Platform Agreement or any of its rights and powers under this Platform Agreement without restriction and without providing Notice to you. Any such assignee or successor will have all rights as though originally named in this Platform Agreement instead of Keep.
If we believe, in our sole discretion, that you have violated the terms of this Platform Agreement, engaged in any Prohibited Activities or Restricted Activities, violated applicable law or rules, engaged in fraudulent or unfair activities, or have otherwise engaged in activities that violate our or others’ rights, or created an undue risk of harm for us or others, we may take a number of actions to protect Keep, its customers, and others at any time, in our sole discretion and with or without Notice. The actions we may take include:
If you have violated this Platform Agreement or have engaged in any Prohibited Activities or Restricted Activities, then you are also responsible for damages to Keep caused by your violation and/or such activities.
If we close your Keep Account or terminate your use of the Services for any reason, we will notify you of such actions. If any funds in your Keep Account are subject to a hold or restriction and that hold or restriction is later removed, we will either send any unrestricted funds to an external account you specify or make such funds available for withdrawal. To the extent permitted by law, we will deduct from your Keep Account or any Linked Account any reasonable expenses we incur while attempting to contact you or other costs we may incur in the process of closing your Keep Account. You will continue to be liable to us for any transactions or obligations, or any losses or expenses we sustain, that are associated with your Keep Account, whether incurred before, during, or after the account closing process.
You are responsible for all reversals, chargebacks, claims, fees, fines, penalties, negative balance, and any liability incurred by Keep, any Keep customer, or a third party caused by or arising out of your breach of this Platform Agreement and/or your use of the Services.
Our decision about actions we may take in relation to your Keep Account may be based on confidential criteria that are essential to our management of risk and the protection of Keep, our customers, service providers, or others. We may use proprietary fraud and risk modeling when assessing the risk associated with your Keep Account. In addition, we may be restricted by law, regulation, or a governmental authority from disclosing certain information to you about such decisions or actions. You agree that we have no obligation to disclose the details of our risk management or security procedures to you.
Nothing in this section is intended to limit our rights to refuse to provide Services to anyone, at any time, and for any reason consistent with applicable law, in our sole discretion.
As a fundamental aspect of Keep providing you Keep Services, you acknowledge the importance of effective communication and accurate information exchange, particularly concerning billing, regulatory compliance, legal matters, and other relevant areas.
If Keep requires specific information ("Requested Information") from you, we shall provide written notice to you, specifying the nature of the required information.
You commit to providing a comprehensive written response, including the Requested Information, within two (2) business days from the date of the request, unless both parties agree otherwise in writing.
This Platform Agreement is effective when you accept its terms when applying for a Keep Account and continues until terminated by either you or us, in accordance with the Program Terms or as set forth in this Platform Agreement.
You may terminate this Platform Agreement by ceasing to use the Services, paying all amounts owed, and providing Notice to us. We may decline to terminate this Platform Agreement or close your Keep Account if you have a negative balance in respect of any Service, if any funds that we are holding on your behalf are subject to a hold, lien, or other restriction, if there are pending transactions, or if we believe that the Keep Account is being closed to evade any legal or regulatory requirement or investigation. We may decline to send you any funds remaining in your account less any Fees, Charges, Fines, setoffs, or other amounts until we have completed the process of terminating your Keep Account and/or any restrictions or holds on such funds have been removed.
Keep may terminate this Platform Agreement at any time and for any reason with or without prior Notice.
You are responsible for all Charges, Fees, Fines, losses, and other amounts owed to us caused by your action or inaction, including any that are assessed or may arise after the termination of your Keep Account, and for any costs we may incur in the process of closing your Keep Account.
In the event that this Platform Agreement is terminated, except as expressly provided herein, the applicable Program Terms will immediately terminate (other than sections that survive termination).
Sections 2.4 (Data and Privacy), 3.2 (Responsibility for Use), 3.3 (Access), 3.6 (Notices, Monitoring, and Communication), 3.11 (Assignment), 3.12 (Account Holds, Suspensions, Terminations, and Other Actions We May Take), 3.13 (Term and Termination), 4.1 (Limitation of Liability), 4.2 (Disclaimer of Warranties by Keep), 4.3 (Indemnification), 4.4 (Governing Law and Venue), 4.5 (Binding Arbitration), and 4.6 (Legal Process) together with the provisions of the Program Terms that identify continuing obligations, and all other provisions of this Platform Agreement or the agreements, terms, and policies incorporated herein giving rise to continuing obligations of the parties, will survive termination of this Platform Agreement.
If you reapply or reopen your Keep Account or use or attempt to use any of the Services, you are consenting to the Platform Agreement in effect at that time.
You may link to our Website, provided that you comply with the terms and conditions of this Agreement, and follow certain rules. You may link to our Website, provided:
You are responsible for configuring your information technology, computer programs and platform in order to access our Services. You should use your own virus protection software. You must not misuse our Services by introducing viruses, trojans, worms, logic bombs or other materials which are malicious or technologically harmful. You must not attempt to gain unauthorized access to the Services, or our Website, our servers, computers or databases. You must not attack the Services, including via our Website with any type of denial-of-service attack. By breaching this provision, you would commit a criminal offence under applicable law. We may report any such breach to the relevant law enforcement authorities and we may co-operate with those authorities by disclosing your identity or other information to them. In the event of such a breach, your right to access and use our Website and/or our Services will cease immediately without notice, and you must immediately cease all such access and use.
Keep’s liability is limited with respect to your Keep Account and your use of the Services. Keep is not liable to you for consequential, indirect, special, exemplary, or punitive damages or lost profits or revenue, reputational harm, physical injury, or property damage arising from or related to your Keep Account, Keep’s systems and Services, your use of or inability to use Services or Cards, or this Platform Agreement, whether or not we were advised of their possibility by you or third parties, unless prohibited by applicable law or rules.
Our maximum liability to you under this Platform Agreement and any terms, agreements, or policies incorporated by reference, is limited to the greater of the total amount of Fees actually paid by you to Keep in the three months preceding the event that is the basis of your claim or $5,000 (Canadian dollars). These limitations apply regardless of the legal theory on which your claim is based, unless prohibited by applicable law or rules.
To the extent applicable law or rules prohibit or restrict any of the limitations of liability set forth in this Platform Agreement, or any portion of them, or a court or arbitrator holds that such limitations, or any portion of them, are unenforceable for any reason, this Platform Agreement shall be interpreted and construed in a manner that limits Keep’s liability to the greatest extent possible under applicable laws and rules.
THE SERVICES AND KEEP PROPERTY ARE PROVIDED TO YOU AS IS AND AS AVAILABLE. KEEP DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES OF NON-INFRINGEMENT OF THE SERVICES, KEEP PROPERTY, AND BETA SERVICES. NOTHING IN THIS PLATFORM AGREEMENT WILL BE INTERPRETED TO CREATE OR IMPLY ANY SUCH WARRANTY TO YOU.
THIRD-PARTY SERVICES ARE NOT PROVIDED OR CONTROLLED BY KEEP. KEEP DOES NOT PROVIDE SUPPORT FOR AND DISCLAIMS ALL LIABILITY ARISING FROM FAILURES OR LOSSES CAUSED BY THIRD-PARTY SERVICES.
KEEP DISCLAIMS ALL WARRANTIES AND DOES NOT GUARANTEE THAT (A) SERVICES AND DATA PROVIDED UNDER THIS PLATFORM AGREEMENT ARE ACCURATE OR ERROR-FREE; (B) THE SERVICES WILL MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS; (C) THE SERVICES WILL BE USABLE BY COMPANY, ADMINISTRATORS, OR USERS AT ANY PARTICULAR TIME OR LOCATION; (D) SPECIFIC MERCHANTS WILL PERMIT PURCHASES USING CARDS ISSUED BY AN ISSUER; (E) SERVICES WILL BE UNINTERRUPTED, SECURE, OR FREE FROM HACKING, VIRUSES, OR MALICIOUS CODE; AND (F) ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, EVEN WHEN KEEP IS ADVISED OF SUCH DEFECTS.
KEEP IS NOT LIABLE FOR AND DISCLAIMS LIABILITY FOR ANY DAMAGES, HARM OR LOSSES TO YOU ARISING FROM UNAUTHORIZED ACCESS OR USE OF YOUR KEEP ACCOUNT OR THE SERVICES.
You agree to indemnify, defend, and hold harmless Keep, Issuer, and Third-Party Service Providers (including our respective affiliates, directors, employees, agents, and representatives), from and against all losses, liabilities, claims, demands, or expenses, including reasonable attorney’s fees, arising out of or related to: your breach or alleged breach of this Platform Agreement or any other agreements with Keep; acts or omissions of Administrators, Users, or other Company employees or agents; Company’s actual or alleged infringement of a third party’s intellectual property rights; Company's use of Issuer services or Third-Party Services; or disputes over Charges between Company and merchants.
This Platform Agreement will be governed and interpreted in accordance with the laws of the Province of Ontario and the applicable laws of Canada. In the event of a dispute, you agree that the courts in the Province of Ontario shall be competent to hear such dispute and you agree to be bound by any judgment of that court.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL IMPACT HOW LEGAL CLAIMS YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED. FOR PURPOSES OF THIS PROVISION ONLY, THE TERMS “WE,” “US,” AND “OUR” INCLUDE KEEP TECHNOLOGIES CORP. AND/OR ITS PAST, PRESENT, OR FUTURE AFFILIATES.
You and We Agree to Arbitrate Disputes Between Us. The sole and exclusive forum for resolution of a Dispute shall be final and binding arbitration pursuant to this Binding Arbitration section. Disputes are subject to arbitration regardless of whether they arise from contract, tort, a constitution, statute, common law, principles of equity, or any other legal theory. Disputes include matters arising as initial claims, counterclaims, cross-claims, third-party claims, or otherwise. Nothing in this section affects the right of a party to seek temporary injunctive or declaratory relief from a court of appropriate jurisdiction in conjunction with a Dispute that is subject to arbitration in order to prevent imminent and irreparable harm.
The scope of this Binding Arbitration section is to be given the broadest possible interpretation that is enforceable. The Binding Arbitration shall proceed in accordance with the provisions of the Arbitration Act (Ontario).
Arbitration Procedures. The Dispute will be resolved by arbitration before a single arbitrator, as provided in this section. All issues will be for the arbitrator to decide, except issues relating to arbitrability, the scope or enforceability of this Binding Arbitration section, or the interpretation or enforceability of the Prohibition of Class and Representative Actions and Non-Individualized Relief provision below shall be for a court of competent jurisdiction (including courts in the Province of Ontario) to decide.
Arbitration will be administered by ADR Chambers.
A Dispute shall be referred to and finally resolved by arbitration at ADR Chambers under the ADR Chambers Arbitration Rules. The place of the arbitration shall be Toronto, Ontario. The language of arbitration shall be English.
If the value of the relief sought in arbitration is CAD $50,000 or less, you or we may elect to have the arbitration conducted by telephone, virtually or based solely on written submissions, which election shall be binding on you and us subject to the discretion of the arbitrator to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone or virtually by you and/or us, unless the arbitrator requires otherwise.
Either you or we may commence arbitration by providing a written demand for arbitration to ADR Chambers and the other party detailing the nature of the Dispute and the relief requested. The arbitrator will apply the substantive law as described in Section 4.4. Each party shall bear the expense of its own legal fees and its out-of-pocket costs incurred in connection with the arbitration, except the appropriate apportionment of any administrative fees and expenses or arbitrator fees and expenses associated with the arbitration shall be determined by the arbitrator in the arbitration award. The award of the arbitrator shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction (including courts in the Province of Ontario).
The arbitrator shall take steps to reasonably protect confidential information. The arbitration proceedings and information related to them will be maintained as confidential, including the nature and details of the Dispute arbitrated, evidence produced, testimony given, and the outcome of the arbitration, unless such information was already in the public domain or was obtained independent from the Dispute. Company and Keep, and all witnesses, advisors, and arbitrators will only share such information as necessary to prepare for or conduct arbitration or other legal proceedings, or to enforce the outcome of the same, unless additional disclosure is required by law.
Prohibition of Class and Representative Actions and Non-Individualized Relief. NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, YOU AND WE ALSO AGREE NOT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION AGAINST US OR YOU. UNLESS CONSENTED TO IN WRITING BY ALL PARTIES TO THE ARBITRATION: (1) NO PARTY TO THE ARBITRATION MAY JOIN, CONSOLIDATE, OR OTHERWISE BRING CLAIMS FOR OR ON BEHALF OF TWO OR MORE INDIVIDUALS OR ENTITIES IN THE SAME ARBITRATION UNLESS THOSE PERSONS OR ENTITIES ARE PARTIES TO A SINGLE TRANSACTION, AND (2) AN AWARD IN ARBITRATION SHALL DETERMINE THE RIGHTS AND OBLIGATIONS OF THE NAMED PARTIES ONLY, AND ONLY WITH RESPECT TO THE CLAIMS IN ARBITRATION, AND SHALL NOT (A) DETERMINE THE RIGHTS, OBLIGATIONS, OR INTERESTS OF ANYONE OTHER THAN A NAMED PARTY, OR RESOLVE ANY CLAIM OF ANYONE OTHER THAN A NAMED PARTY; NOR (B) MAKE AN AWARD FOR THE BENEFIT OF, OR AGAINST, ANYONE OTHER THAN A NAMED PARTY. NO ADMINISTRATOR OR ARBITRATOR SHALL HAVE THE POWER OR AUTHORITY TO WAIVE, MODIFY, OR FAIL TO ENFORCE THIS PROVISION, AND ANY ATTEMPT TO DO SO, WHETHER BY RULE, POLICY, ARBITRATION DECISION, OR OTHERWISE, SHALL BE INVALID AND UNENFORCEABLE. ANY CHALLENGE TO THE VALIDITY OF THIS PROVISION SHALL BE DETERMINED EXCLUSIVELY BY A COURT OF COMPETENT JURISDICTION AND NOT BY ANY ARBITRATOR.
Severability. If any portion of this Binding Arbitration section, other than the Prohibition of Class and Representative Actions and Non-Individualized Relief, is deemed invalid or unenforceable, the remaining portions of this section shall nevertheless remain valid and in force. If a court decides that any provision of the Prohibition of Class and Representative Actions and Non-Individualized Relief is invalid or unenforceable because it would prevent the exercise of a nonwaivable right to pursue public injunctive relief and that decision is not overturned after any rights to appeal are exhausted, then any claim regarding the entitlement to such relief (and only that form of relief) must be severed from arbitration and may be litigated in court. Also, if a court decides that any provision of the Prohibition of Class and Representative Actions and Non-Individualized Relief is invalid or unenforceable for any other reason and that decision is not overturned after any rights to appeal are exhausted, then any claim that may not be arbitrated in accordance with the provisions of the Prohibition of Class and Representative Actions and Non-Individualized Relief that are held to be invalid or unenforceable must be severed from arbitration and may be litigated in court. For the sake of clarity, in no event shall any court decision finding a provision of the Prohibition of Class and Representative Actions and Non-Individualized Relief invalid or unenforceable be deemed to authorize an arbitrator to adjudicate claims or make awards beyond those authorized in this Binding Arbitration section.
Future Amendments to this Binding Arbitration Section. Notwithstanding any provision in this Platform Agreement to the contrary, you and we agree that if we make any amendment to this Binding Arbitration section (other than an amendment to any notice address or website link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by this Binding Arbitration section that have arisen or may arise between you and us. We will notify you of amendments to this Binding Arbitration section by posting the amended terms on www.trykeep.com at least 30 days before the effective date of the amendments and by providing notice through email to one or more designated Administrators of your Keep Account. If you do not agree to these amended terms, you may close your Keep Account within the 30-day period and you will not be bound by the amended terms.
If we are notified of or become aware of a court order or other legal process or request (e.g. subpoenas, garnishments, levies, warrants) or if we otherwise believe we are required to do so in order to comply with applicable law or regulatory requirements, we may take certain actions, including, without limitation, providing information in our possession, custody, or control to comply with orders, subpoenas, or other requests for information; holding payments to/from your Keep Account or holding or otherwise restricting funds in your Keep Account; or suspending, terminating, closing, or limiting access to your Keep Account. We will decide, in our sole discretion, which action is required or appropriate. We do not have an obligation to contest or appeal any court order or legal process involving you or your Keep Account. We are not responsible to you for any losses or consequences you sustain due to actions we may take to comply with a legal order, legal process or request, or applicable law. We may, but are not required to, provide you with Notice of any court order, legal process or requests, or actions we may take in conjunction with them.
Headings in this Platform Agreement are for reference only. Except where otherwise specified, all references to sections or provisions refer to this Platform Agreement or the applicable incorporated terms. The phrases “including”, “for example”, or “such as” do not limit the generality of the preceding provision; the word “or” will be read to mean either “… or…” or any combination of the proceeding items; words in the singular include the plural and words in the plural include the singular; and provisions listing items and using “and” require all listed items.
We reserve the right to amend this Platform Agreement, including by deleting, modifying, or adding provisions, at any time by posting the amended version of this Platform Agreement to our Website. The amended version will be effective at the time we post it, unless otherwise noted. If any amendments reduce your rights or increase your responsibilities, we will provide you with at least 30 days’ advance email notice of the amended Platform Agreement before the amended agreement affects you. Such email notice will be sent to the email address(es) we have on file for the Administrator(s) of your Keep Account. Your continued use of your Keep Account or any Services, through the actions of any Administrator or User, after any amended Platform Agreement affects you constitutes acceptance of the amended agreement. If you do not agree with any amended Platform Agreement, you may close your Keep Account in a manner consistent with this Platform Agreement before it affects you. It is your responsibility to ensure that the contact information, including any email addresses, associated with your Keep Account remains accurate and current. Please email us at email@example.com immediately if your contact information changes so we can assist with updating your account.
You are responsible for notifying Users of any applicable updates to the Platform Agreement and all terms, agreements, and policies incorporated by reference, and for ensuring Users comply with such updates. We may or may not provide Notice of updates directly to Users.
Outside of amendments made consistent with the terms of this Platform Agreement, the only other way this Platform Agreement may be amended or otherwise modified is through an agreement in writing that is duly signed by an authorized representative of Keep and an authorized representative of Company.
Any waiver, modification, or indulgence that we provide to Company, of any kind or at any time, applies only to the specific instance involved and will not act as a general waiver or a waiver, modification, or indulgence under this Platform Agreement for any other or future acts, events, or conditions. Further, any delay by Keep in enforcing our rights under this Platform Agreement does not constitute forfeiture or waiver of such rights.
This Platform Agreement, including any terms, agreements or policies incorporated by reference, constitutes the entire understanding of the parties with respect to the subject matter described herein and supersedes all other proposals or previous understandings, written or oral, between the parties. No other agreements, representations, or warranties other than those provided in this Platform Agreement and the applicable Program Terms will be binding unless in writing and signed by Company and Keep.
Unless provided otherwise in this Platform Agreement, if any provision of this Platform Agreement is held by a court or arbitrator to be invalid or unenforceable, that provision will be fully severable, such provision shall be construed and enforced in a manner that reflects the original intentions of the parties as closely as possible and is consistent with applicable law, and the remaining provisions of this Platform Agreement shall remain in full force and effect.