Keywa

Term of Service

Last Updated: February 20, 2024.

Please read these Terms of Service (“Terms”) carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Keywa Platform, you agree to comply with and be bound by these Terms.

Please note: Section 18 of these Terms contains an arbitration clause and class action waiver that applies to all Keywa Members. It affects how disputes with Keywa are resolved. By accepting these Terms, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.

Thank you for using Keywa!

These Terms constitute a legally binding agreement ("Agreement") between you and Keywa (as defined below) governing your access to and use of the Keywa website, including any subdomains thereof, and any other websites through which Keywa makes its services available (collectively, "Site"), our mobile, tablet and other smart device applications, and application program interfaces (collectively, "Application") and all associated services (collectively, "Keywa Services").

The Site, Application and Keywa Services together are hereinafter collectively referred to as the “Keywa Platform”.

When these Terms mention “Keywa,” “Keywa Platform,” “we,” “us,” or “our,” it refers to the Keywa company you are contracting with. When these Terms mention “You,” “Users,” or “Members,” it refers to you as a user who is contracting with the Keywa company.

Our collection and use of personal information in connection with your access to and use of the Keywa Platform is described in our Privacy Policy.

Any and all payment processing services through or in connection with your use of the Keywa Platform are provided to you by an independent third party in accordance with the third party’s payment terms of services. Keywa is not liable for any problems with the payment services including but not limited to any misconduct, negligence or damages arising from the payment services provided by any third party.

Users are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to the services you provide on the Keywa platform, including but not limited to driver’s licenses, license and permits to provide hosting and/or rental services, and any license to provide any other services on the platform.

1. Definitions

Service providers refer to those who list a service on the Keywa Platform, including car, real property, or any services.

Service buyers refer to those who buy a service from a service provider.

Services refer to any service provided by Service Providers on the Keywa Platform.

Service providers and service buyers can be referred to as You or Users or Members on the platform.

2. Scope of Keywa Services

2.1. The Keywa Platform is an online marketplace that enables Service Providers to list services and to communicate and transact directly with Service buyers.

2.2. As the provider of the Keywa Platform, Keywa does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any services, nor is Keywa an organiser or retailer of the Service Providers.

Service Providers alone are responsible for their services. When a Member accepts an offer from another Member, the parties are entering into a contract directly with each other. Keywa is not and does not become a party to or a participant in any contractual relationship between Members. Keywa is not acting as an agent in any capacity for any Member.

2.3. While we may help facilitate the resolution of disputes, Keywa has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any services, (ii) the truth or accuracy of any Member’s descriptions, ratings, reviews, or other Member Content (as defined below), or (iii) the performance or conduct of any Member or third party.

Keywa does not endorse any Member or Services. Any references to a Member being "verified" (or similar language) only indicate that the Member has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by Keywa about any Member, including of the Member's identity, qualifications, degrees, background, or whether the Member is trustworthy or suitable. You should always exercise due diligence and care when deciding whether to enter into an agreement with another Member on the Keywa Platform.

2.4. The Service Providers acknowledge and agree that the relationship between the Service Providers with Keywa is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Keywa for any reason, and Service Providers act exclusively on their own behalf and for their own benefit, and not on behalf, or for the benefit, of Keywa. Keywa does not, and shall not be deemed to, direct or control Service Providers generally or in Service Providers’ performance under these Terms specifically, including in connection with Service Providers’ provision of the services. The Service Providers acknowledge and agree that they have complete discretion whether to list services or otherwise engage in other business or employment activities.

2.5. The Keywa Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Keywa is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Keywa of such Third-Party Services.

2.6. Due to the nature of the Internet, Keywa cannot guarantee the continuous and uninterrupted availability and accessibility of the Keywa Platform. Keywa may restrict the availability of the Keywa Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Keywa Platform. Keywa may improve, enhance and modify the Keywa Platform and introduce new features from time to time.

3. Eligibility, Using the Keywa Platform, Member Verification

3.1. In order to access and use the Keywa Platform or register a Keywa Account you must be an individual at least 18 years old.

3.2. You will comply with any applicable export control laws in your local jurisdiction.

3.3. Keywa may make access to and use of the Keywa Platform, or certain areas or features of the Keywa Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or a Member’s transaction history.

3.4. User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Member’s identity.

3.5. The access to or use of certain areas and features of the Keywa Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions, before you can access the relevant areas or features of the Keywa Platform. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Keywa Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise in the latter terms and conditions.

4. Modification of these Terms

Keywa reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Keywa Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Keywa Platform will constitute acceptance of the revised Terms.

5. Account Registration

5.1. You must register an account ("Keywa Account") to access and use certain features of the Keywa Platform.

5.2. You must provide accurate, current and complete information during the registration process and keep your Keywa Account and public Keywa Account profile page information up-to-date at all times.

5.3. You may not register more than one (1) Keywa Account unless Keywa authorizes you to do so. You may not assign or otherwise transfer your Keywa Account to another party.

5.4. You are responsible for maintaining the confidentiality and security of your Keywa Account credentials and may not disclose your credentials to any third party. You must immediately notify Keywa if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Keywa Account. You are liable for any and all activities conducted through your Keywa Account.

6. Content

6.1. Keywa may, at its sole discretion, enable Members to

create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Keywa Platform; and
access and view other members’ content and any content that Keywa itself makes available on or through the Keywa Platform.

6.2. The content on the Keywa Platform may in its entirety or in part be protected by copyright, trademark, and/or other laws of Canada and other countries. You acknowledge and agree that the Keywa Platform and its content, including all associated intellectual property rights, are the exclusive property of Keywa. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Keywa Platform and its content. All trademarks, service marks, logos, trade names, and any other source identifiers of Keywa used on or in connection with the Keywa Platform and Keywa Content are trademarks or registered trademarks of Keywa in Canada and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Keywa Platform, and/or Keywa Content are used for identification purposes only and may be the property of their respective owners.

6.3. You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Keywa Platform or Keywa Content, except to the extent you are the legal owner of certain content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Keywa or its licensors, except for the licenses and rights expressly granted in these Terms.

6.4. Subject to your compliance with these Terms, Keywa grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and view any Keywa Content made available on or through the Keywa Platform and accessible to you, solely for your personal and non-commercial use.

6.5. By creating, uploading, posting, sending, receiving, storing, or otherwise making available any content on or through the Keywa Platform, you grant to Keywa a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such content to provide and/or promote the Keywa Platform, in any media or platform. Insofar as content provided by you (including Verified Images) includes personal information, such content will only be used for these purposes if such use complies with applicable data protection laws in accordance with our Privacy Policy. Unless you provide specific consent, Keywa does not claim any ownership rights in any content provided by you and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your content.

6.6. You are solely responsible for all content that you make available on or through the Keywa Platform. Accordingly, you represent and warrant that:

you either are the sole and exclusive owner of all content that you make available on or through the Keywa Platform or you have all rights, licenses, consents and releases that are necessary to grant to Keywa the rights in and to such content, as contemplated under these Terms; and
neither the content nor your posting, uploading, publication, submission or transmittal of the content or Keywa's use of the content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

6.7. You will not post, upload, publish, submit or transmit any content that:

is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive;
is defamatory, libelous, obscene, pornographic, vulgar or offensive;
promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
is violent or threatening or promotes violence or actions that are threatening to any other person or animal;
promotes illegal or harmful activities or substances; or
violates any Keywa policy. Keywa may, without prior notice, remove or disable access to any content that Keywa finds to be in violation of applicable law, these Terms or Keywa’s policies and standards, or otherwise may be harmful or objectionable to Keywa, its Members, or third parties.

6.8. Keywa respects copyright law and expects its Members to do the same. If you believe that any content on the Keywa Platform infringes copyrights you own, please notify us via support@keywacanada.ca

7. Modification of these Terms

7.1. Keywa may charge fees to Service Providers ("Service Provider Fees") and/or Service Buyers ("Service Buyer Fees") (collectively, "Platform Fees") in consideration for the use of the Keywa Platform. More information about when Platform Fees apply and how they are calculated can be found on our Platform Fees page.

7.2. Keywa reserves the right to change the Platform Fees at any time and will provide Members adequate notice of any fee changes before they become effective. Such fee changes will not affect any transaction made prior to the effective date of the fee change.

7.3. You are responsible for paying any Platform Fees that you owe to Keywa. The applicable Platform Fees (including any applicable Taxes) are collected by Keywa Payments via a third party who provides payment services (“Payment Service Provider”). The Payment Service Provider will deduct any Platform Fees from the transaction before remitting the payout to the Service Provider. Except as otherwise provided on the Keywa Platform, Platform Fees are non-refundable, even in case the Service Provider refunds or waive the fees for the Service Buyer.

8. Terms Specific for Service Providers

8.1. When creating a Service Listing through the Keywa Platform you must

provide complete and accurate information about your Service (such as listing description, your qualification, experience and your calendar availability),
disclose any deficiencies, restrictions and requirements that apply, and
provide any other pertinent information requested by Keywa. You are responsible for keeping your Listing information (including calendar availability) up-to-date at all times.

8.2. You are solely responsible for setting a price (including any Taxes if applicable) for your Listing (“Listing Fee”). Once an offer is accepted, no party can change the price without the other party’s express consent.

8.3. You are responsible for keeping the Service Buyer’s information at the highest level of confidentiality and use the information solely for the work committed to the Service Buyer. You are liable for any breach of confidentiality of the paper. You are also prohibited from using the Service Buyer’s information for any other purpose than the work committed to the Service Buyer.

9. Terms specific for Service Buyers

9.1. A Service Buyer can initiate a transaction by clicking on a listing of a Service Provider and sending the Service Provider an offer. If the Service Provider accept the offer, the contract between the two Users is established and binding to the two parties. If any party or both parties cancel the transaction, the party or parties must pay the cancellation fee and the transaction fee subject to Section 10 of these Terms.

9.2. Service Buyers acknowledge and agree that the Service Sellers are solely responsible for keeping the Service Buyer’s information confidential and use the information solely for the work committed to the Service Buyer and that the Service Sellers are solely liable for any breach of confidentiality of the Service Buyers.

9.3. Service Buyers acknowledge and agree that Keywa is not liable to any breach of confidentiality of the Service Buyers and Keywa is not and will not be a party of the dispute between a Service Buyer and a Service Sellers concerning any breach of confidentiality of the Service Buyers.

10. Transaction Modifications, Cancellations, Refunds, and Settling Dispute between Users

10.1. Service Buyers and Service Providers are responsible for any modifications to a transaction that they make via the Keywa Platform and agree to pay any additional Services Fees and/or Taxes associated with such transaction modifications.

10.2. A Service Buyer or a Service Provider can cancel his/her own offer any time before the offer is accepted by the offeree.

10.3. When an offer is accepted before its expiry date, a transaction is established and its terms are binding to the two parties. A party who cancels a binding transaction must pay the Platform Fees to the Keywa Platform and a Cancellation Fee of 10% of the service cost of the transaction to the other party. The other party has the right to waive the Cancellation Fee but not the Platform Fees.

10.4. A Service Buyer does not have the right to cancel the transaction mentioned in Section.

10.6 If the Service Provider has provided the service and marked the completion of the transaction.

10.7 A Service Provider cancelling a transaction must fully refund the Service Buyer the service cost and Taxes associated with such transaction and a Cancellation Fee of 10% of the service cost of the transaction. The Service Provider must also pay the Keywa Platform the Platform Fees based on the service cost of the transaction.

10.8 The Service Buyers and Service Providers agree that the Keywa Platform does not involve in the cancellation of any transaction. Nor does the Keywa Platform arrange the refund between the two parties.

10.9 The Service Buyers and Service Providers authorize the Keywa Platform to contact the Payment Service providers to charge Platform Fees from the account of the party who cancels the transaction.

10.10 The two parties should solve any dispute arising from a transaction by negotiation. The Keywa Platform, at its discretion and when possible, may provide a mediation mechanism for the parties to solve the dispute. Users agree that the Keywa Platform is not a party of any dispute arising from a transaction between the parties and that the Keywa Platform does not have any obligation to settle the disputes. The Keywa Platform, at its discretion and when possible, may assign an administrator or a group of administrators to help the parties settle a dispute but the administrator or the group of administrators do not make any binding decisions. If the parties cannot settle their dispute by ways of negotiation and mediation, they can refer to any applicable arbitration or litigation of their choice. Users agree that the Keywa Platform is not a party and is not obliged to participate in any disputes arising from a transaction between Users in any arbitration and/or legal proceeding.

11. Ratings and Reviews

11.1. Within a certain timeframe after completing a transaction, Service Buyers and Service Providers can leave a public review (“Review”) and submit a star rating (“Rating”) about each other. Ratings or Reviews reflect the opinions of individual Members and do not reflect the opinion of Keywa. Ratings and Reviews are not verified by Keywa for accuracy and may be incorrect or misleading.

11.2. Ratings and Reviews by Users must be accurate and may not contain any offensive or defamatory language. Ratings and Reviews are subject to Section 6 of these Terms.

11.3. Members are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another Member.

11.4. Ratings and Reviews are part of a Member’s public profile and may also be surfaced elsewhere on the Keywa Platform together with other relevant information such as the number of transactions, the number of cancellations, average response time, and other information.

12. Taxes

12.1. Service Providers are solely responsible for determining their obligations to report, collect, remit, or include in the Listing Fees any applicable GST/HST (or VAT) and/or other indirect sales taxes and/or income taxes ("Taxes").

12.2. The third-party payment service provider will transfer to the Keywa Platform the portion of Platform Fees arising from a transaction from the transaction fee that the Service Buyer paid the Service Provider. The Keywa Platform does not have any obligation to pay any taxes owed by the Service Buyer and/or the Service Provider.

12.3. Users agree that the Keywa Platform may have to comply with the legal requests of appropriate governmental agencies, departments, and/or authorities (“Tax Authority”) to provide information related to certain transactions on the Platform for the purpose of collecting Taxes.

12.4. Users agree that the Keywa Platform is not a party and is not obliged to participate in any disputes between a User or Users and a Tax Authority.

13. Prohibited Activities

13.1. Users are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to their use of the Keywa Platform. In connection with the use of the Keywa Platform, Users will not and will not assist or enable others to:

breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms and policies;
use the Keywa Platform or Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Keywa endorsement, partnership or otherwise misleads others as to the User’s affiliation with Keywa;
copy, store or otherwise access or use any information, including personally identifiable information about any other User, contained on the Keywa Platform in any way that is inconsistent with Keywa’s Privacy Policy or these Terms or that otherwise violates the privacy rights of Users or third parties;
use the Keywa Platform in connection with the distribution of unsolicited commercial messages ("spam");
contact another Member for any purpose, including, but not limited to, recruiting or otherwise soliciting any Member to join third-party services, applications or websites, without our prior written approval, except for asking a question related to the transaction of which the Member is a party or the Member's use of the Keywa Platform;
use the Keywa Platform to request, make or accept a transaction independent of the Keywa Platform, to circumvent any Platform Fees or for any other reason;
request, accept or make any payment for Listing Fees outside of the Keywa Platform. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Keywa harmless from any liability for such payment
discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;
use, display, mirror or frame the Keywa Platform or Content, or any individual element within the Keywa Platform, Keywa's name, any Keywa trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Keywa Platform, without Keywa's express written consent;
dilute, tarnish or otherwise harm the Keywa brand in any way, including through unauthorized use of Content, registering and/or using Keywa or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Keywa domains, trademarks, taglines, promotional campaigns or Content;
use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Keywa Platform for any purpose;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Keywa or any of Keywa's providers or any other third party to protect the Keywa Platform;
attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Keywa Platform
take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Keywa Platform;
violate or infringe anyone else’s rights or otherwise cause harm to anyone.

13.2. Users acknowledge that Keywa has no obligation to monitor the access to or use of the Keywa Platform by any Users or to review, disable access to, or edit any User’s content, but has the right to do so to

operate, secure and improve the Keywa Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes);
ensure Members’ compliance with these Terms;
comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body;
respond to User’s content that it determines is harmful or objectionable; or
as otherwise set forth in these Terms. Users agree to cooperate with and assist Keywa in good faith, and to provide Keywa with such information and take such actions as may be reasonably requested by Keywa with respect to any investigation undertaken by Keywa or a representative of Keywa regarding the use or abuse of the Keywa Platform.

13.3. If you feel that any User you interact with, whether online or in-person, is acting or has acted inappropriately, including but not limited to anyone who

engages in offensive, violent or sexually inappropriate behavior,
you suspect of stealing from you, or
engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities. You agree that any report you make will not obligate us to take any action beyond that required by law, if any.

14. Term and Termination, Suspension and other Measures

14.1. This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Keywa terminate the Agreement in accordance with this provision.

14.2. You may terminate this Agreement at any time by sending us an email. If you cancel your Keywa Account as a Service Provider, you are obliged to fulfill all outstanding services paid by Service Buyers. If you opt to cancel the outstanding transactions, you will fully refund the Service Buyers, pay the Service Buyers Cancellation Fees, and incur Platform Fees paid to the Keywa Platform set forth in Section 10 of these Terms. If you cancel your Keywa Account as a Service Buyer, you will receive the work done by the Service Provider for the outstanding services you have paid via email to your registered email address.

14.3. Without limiting our rights specified below, Keywa may terminate this Agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address.

14.4. Keywa may immediately, without notice, terminate this Agreement and/or stop providing access to the Keywa Platform if

you have materially breached your obligations under these Terms or our policies,
you have violated applicable laws, regulations or third party rights, or
Keywa believes in good faith that such action is reasonably necessary to protect the personal safety or property of Keywa, its Members, or third parties (for example in the case of fraudulent behavior of a Member).

14.5. In addition, Keywa may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, our policies, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Keywa Account registration, Listing process or thereafter, (iv) you and/or your Listings or Services at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor Ratings or Reviews or Keywa otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled transactions, or (vii) Keywa believes in good faith that such action is reasonably necessary to protect the personal safety or property of Keywa, its Members, or third parties, or to prevent fraud or other illegal activity:

refuse to surface, delete or delay any Listings, Ratings, Reviews, or other Member’s content;
limit your access to or use of the Keywa Platform;
temporarily or permanently revoke any special status associated with your Keywa Account;
temporarily or in case of severe or repeated offenses permanently suspend your Keywa Account and stop providing access to the Keywa Platform.

In case of non-material breaches and where appropriate, you will be given notice of any intended measure by Keywa and an opportunity to resolve the issue to Keywa's reasonable satisfaction.

14.6. When this Agreement has been terminated, you are not entitled to a restoration of your Keywa Account or any of your Member Content. If your access to or use of the Keywa Platform has been limited or your Keywa Account has been suspended or this Agreement has been terminated by us, you may not register a new Keywa Account or access and use the Keywa Platform through a Keywa Account of another Member.

15. Disclaimers

If you choose to use the Keywa Platform or Content, you do so voluntarily and at your sole risk. The Keywa Platform and Content is provided “as is”, without warranty of any kind, either express or implied.

You agree that you have had whatever opportunity you deem necessary to investigate the Keywa Services, laws, rules, or regulations that may be applicable to your Listings and/or Services you are receiving and that you are not relying upon any statement of law or fact made by Keywa relating to a Listing.

If we choose to conduct identity verification or background checks on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.

The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

16. Liability

You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Keywa Platform and Content, your transactions via the Keywa Platform, or any other interaction you have with other Members whether in-person or online remains with you. Neither Keywa nor any other party involved in creating, producing, or delivering the Keywa Platform or Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with

these Terms,
from the use of or inability to use the Keywa Platform or Content,
from any communications, interactions or meetings with other Members or other persons with whom you communicate, interact or meet with as a result of your use of the Keywa Platform, or
from your transaction, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Keywa has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.

17. Indemnification

To the maximum extent permitted by applicable law, you agree to release, defend (at Keywa’s option), indemnify, and hold Keywa and its affiliates and subsidiaries and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with

your breach of these Terms or our policies or Standards,
your improper use of the Keywa Platform or any Keywa Services,
your interaction with any Member including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, or
your breach of any laws, regulations or third party rights.

18. Dispute Resolution, Arbitration Agreement, and Governing Law

18.1. Keywa is committed to participating in a consumer-friendly dispute resolution process. To that end, any dispute arising out of or in connection with this agreement between Keywa and a User will first be solved by informal negotiation.

You and Keywa each agree that unless Keywa and you successfully solve the disputes by way of negotiation and subject to Section 18.2, all disputes arising out of or in connection with this contract, or in respect of any defined legal relationship associated therewith or derived therefrom, shall be referred to and finally resolved by arbitration under the International Commercial Arbitration Rules of Procedure of the International Centre for Dispute Resolution Canada.

The appointing authority shall be the International Centre for Dispute Resolution Canada. The case shall be administered by the International Centre for Dispute Resolution Canada in accordance with its Rules.

The place of arbitration shall be Toronto, Ontario, Canada.

18.2. Exceptions to Arbitration Agreement. You and Keywa each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

18.3. You and Keywa each agree that these Terms are governed by applicable law of Canada and the Province of Ontario.

18.4. Jury Trial Waiver. You and Keywa acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.

18.5. No Class Actions or Representative Proceedings. You and Keywa acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding as to all Disputes. Further, unless you and Keywa both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding.

18.6. Severability. Except as provided in Section 18.5, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

18.7. Changes. Notwithstanding the provisions of Section 4 (“Modification of these Terms”), if Keywa changes this Section 18 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Keywa’s email to you notifying you of such change. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and Keywa (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and Keywa.

18.8. Survival. Except as provided in Section 18.6, this Section 18 will survive any termination of these Terms and will continue to apply even if you stop using the Keywa Platform or terminate your Keywa Account.

19. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Keywa Platform (“Feedback“). You may submit Feedback by emailing us, through the “Contact” of the Keywa Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

20. General Provisions

20.1. Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Keywa and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Keywa and you in relation to the access to and use of the Keywa Platform.

20.2. No joint venture, partnership, employment, or agency relationship exists between you and Keywa as a result of this Agreement or your use of the Keywa Platform.

20.3. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

20.4. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

20.5. Keywa’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these

20.6. You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Keywa's prior written consent. Keywa may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.

20.7. Unless specified otherwise, any notices or other communications to Members permitted or required under this Agreement, will be provided electronically and given by Keywa via email, Keywa Platform notification, or messaging service.

22.8. If you have any questions about these Terms, please email us at support@Keywa.ca