Legal Disclaimer (Terms and Conditions)

KEV GROUP

RESOURCE CENTRE LEGAL DISCLAIMER (INCLUSIVE OF TERMS AND CONDITIONS OF USE)

This Mutual Legal Disclaimer Agreement (the “Agreement”) is made as of the first login to the School Cash Resource Center (the “RC”) by an individual user (the “User”) and between KEV Software Inc. an Ontario corporation, having its principal office at 1575 Bishop St. N., Cambridge (“KEV”).

1. Purpose

The User is a registered paid customer of the RC who wishes to use the RC for the purposes of accessing KEV product guides, instructional videos and other items and products proprietary to KEV.
This Agreement is intended to allow the User to continue to use the RC while protecting KEV’s Confidential Information (including Confidential Information previously disclosed to the other party) against unauthorized use or disclosure.

2. Definition of Confidential Information

“Confidential Information” means any oral, written, graphic or machine‑readable information including, but not limited to, that which relates to patents, patent applications, research, product plans, products, developments, inventions, processes, designs, drawings, engineering, formulae, markets, software (including source and object code), hardware configuration, computer programs, algorithms, product user guides, product E-Learning videos, services, customers, marketing or finances of the disclosing party, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed in writing as having been disclosed as confidential or proprietary within a reasonable time (not to exceed thirty (30) days) after the oral disclosure, or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary.

3. Nondisclosure of Confidential Information

The User agrees not to use any Confidential Information disclosed to it by KEV for its own use or for any purpose other than to carry out the intentions of the RC, which is to be used as a resource for KEV’s products.  The User shall not disclose or permit disclosure of any Confidential Information of KEV to third parties or to employees of the party receiving Confidential Information.  The User agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information.  Such measures shall include, but not be limited to, the highest degree of care that the receiving party utilizes to protect its own Confidential Information of a similar nature, which shall be no less than reasonable care.  The User agrees to notify the other in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of Confidential Information of KEV which may come to the User’s attention.

4. No Modification

The User agrees that it shall not modify, reverse engineer, decompile, create other works from or disassemble any software programs contained in the Confidential Information of KEV.

5. No Rights Granted

Nothing in this Agreement shall be construed as granting any rights under any patent, copyright or other intellectual property right of KEV, nor shall this Agreement grant either party any rights in or to the other party’s Confidential Information other than the right to view such Confidential Information solely for the purpose of learning and referencing information about KEV products.

6. Term

The foregoing commitments of each party shall survive any termination of the Relationship between the parties, and shall continue in perpetuity.

7. Successors and Assigns

The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.  Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

8. Severability

If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.  In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision were so excluded and (c) the balance of the Agreement shall be enforceable in accordance with its terms.

9. Governing Law

This Agreement will be governed by and construed in all respects in accordance with laws of the Province of Ontario and the laws of Canada therein and the parties agree to submit to the non-exclusive jurisdiction of the courts of the Province of Ontario as regards any claim or matter arising in relation to this Agreement.

10. Remedies; Indemnification

KEV and Individual each agree that its obligations set forth in this Agreement are necessary and reasonable in order to protect the disclosing party and its business. KEV and the User each expressly agree that due to the unique nature of the disclosing party’s Confidential Information, monetary damages would be inadequate to compensate the disclosing party for any breach by the receiving party of its covenants and agreements set forth in this Agreement.  Accordingly, KEV and User each agree and acknowledge that any such violation or threatened violation shall cause irreparable injury to the disclosing party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the disclosing party shall be entitled (a) to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the receiving party, without the necessity of proving actual damages, and (b) to be indemnified by the receiving party from any loss or harm, including but not limited to attorney’s fees, arising out of or in connection with any breach or enforcement of the receiving party’s obligations under this Agreement or the unauthorized use or disclosure of the disclosing party’s Confidential Information.

11. Amendment and Waiver

Any term of this Agreement may be amended with the written consent of KEV and the User.  Any amendment or waiver effected in accordance with this Section shall be binding upon the parties and their respective successors and assigns.  Failure to enforce any provision of this Agreement by a party shall not constitute a waiver of any term hereof by such party.

12. Entire Agreement

This Agreement is the product of both of the parties hereto, and constitutes the entire agreement between such parties pertaining to the subject matter hereof, and merges all prior negotiations and drafts of the parties with regard to the transactions contemplated herein.  Any and all other written or oral agreements existing between the parties hereto regarding such transactions are expressly canceled.