Terms of Use

1.GETTING STARTED

1.1 About these Terms

Welcome to Keel Mind! We provide a platform-as-a-service solution that allows third-party services providers to provide higher quality online services (the “Platform”), including via our mobile application (the “App”) and via our website at www.keelmind.com (the “Website”, and together with the App and the Platform, the “Services”).

To access or use our Services, you must agree to be bound by these terms of us ("Terms"), which constitute a legal agreement between you ("you”, “your”, or “user”) and Keel Mind Inc. (“Keel Mind”, "us", "we", or "our") and which sets out the terms and conditions for your access or use of our Services.

By accessing or using our Services (including via a third-party service provider) or otherwise indicating your consent to these Terms, you agree to be bound by these Terms and the documents that are referred to in these Terms (including our Privacy Policy). If you do not want to agree to these Terms, you must not access or use our Services. By accessing or using our Services, you represent to us that you are a legal resident of Canada or the United States of America, are the legal age of majority under applicable law to form a binding contract with us, and are not prohibited by applicable law from accessing or using our Services.

If you are not the legal age of majority under applicable law, you are not able to agree to these Terms and must have your parent or legal guardian agree to these Terms on your behalf. If you are accessing or using our Services on behalf of an organization or institution, you acknowledge that you are agreeing to these Terms on behalf of such organization or institution, and you represent and warrant to us that you have the requisite authority and approval to do so.

1.2 Types of Users

There are two different users of our Services contemplated by these Terms:

third-party services providers that incorporate our Services into the services they provide or their other commercial activities (referred to in these Terms as “Service Providers”); and
end users who are using our Services either directly or via Service Providers without further incorporating our Services into services or other commercial activities undertaken by such end users (referred to in these Terms as “End Users”).

Except where a provision of these Terms explicitly applies to either Service Providers or End Users, these Terms apply to all users of our Services including Service Providers or End Users.

If you are a Service Provider, you are also by our third-party service provider terms located here.

If you are an End User using our Services via a Service Provider:

As between you and us, your access and use of our Services are governed solely by these Terms and these Terms will prevail to the extent of any conflict or inconsistency with any terms of any agreement you may have with a Service Provider. For the avoidance of doubt, a Service Provider may not grant you rights or benefits in respect of the our Services that are inconsistent with or going beyond the rights or benefits granted to you under these Terms, and any instrument purporting to do so shall be of no force and effect.

We have no support obligations or liability directly to you. Any support obligations or liability you have will solely be those offered to you by the Service Providers you engage with.
you may be subject to additional terms and conditions imposed by the Service Providers you engage with (the “Third-Party Terms”), which may impose additional restrictions, or may provide you with additional rights, in relation to your use of our Services provided such restrictions or rights are not inconsistent with these Terms. You acknowledge that you are responsible for ensuring that you are aware of and comply with any Third-Party Terms applicable to you.
you acknowledge that we are not a party to, and do not have any responsibility or obligations resulting from, any agreements you enter with Service Providers.
To the extent necessary to enable us to enforce the provisions of these Terms respecting your usage of our Services, we will be deemed a third-party beneficiary of any agreements you enter with Service Providers, and will have the right to enforce the terms of any such agreement against you as a third-party beneficiary thereof.

1.3 Electronic Communications

In connection with your access or use of our Services, it may be necessary for us to communicate with you electronically. Accordingly, you agree that we may send commercial electronic messages to you in connection with our Services. You may withdraw your consent to receive commercial electronic messages at any time by contacting Keel Mind at [contact] or by clicking on the unsubscribe link in the messages. You acknowledge that our Services may be limited if you do not agree to receive commercial electronic messages.

1.4 Amendment

Keel Mind reserves the right to change any of these Terms at any time and at their sole discretion. Any such changes will be effective upon the posting of a new or modified version of these Terms in a manner that is accessible by you, including for example by posting the new or modified version of these Terms on our Website. No changes to these Terms of Use are valid or have any effect unless agreed to by us in writing.

YOUR CONTINUED USE OF THE SERVICES FOLLOWING THE POSTING OF ANY SUCH CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. IF YOU DO NOT AGREE TO ANY SUCH CHANGES, YOU MUST NOT CONTINUE TO ACCESS OR USE OUR SERVICES.

2. PERMITTED USES
You are only permitted to use our Services to (the “Permitted Uses”):

enable you to seek consultations with mental health counselors, counselors in training, peer- support, and any other practitioner within this field;
enable you to communicate with your mental health counselors, counselors in training, peer- support, and any other practitioner within this field by way of message or phone call;
to facilitate booking of private health sessions with a mental health counselor, a counselor in training, peer-support, and any other practitioner within this field;
for either or both of Keel Mind and you to exchange information;
to facilitate recordings of sessions for health and wellness training purposes, and said recordings are not accessible or considered a part of medical/health records as it is used strictly for health and wellness/ clinical training purposes.

3. REGISTRATION AND YOUR ACCOUNT

To use our Services, you must register for an account. In order for you to register for an account, you must provide accurate and complete registration information and it is your responsibility to inform us of any changes to that information by contacting us at support@geta-head.com. Keel Mind has the right to refuse, suspend or terminate your access to our Services if we suspect at any time that the information that you have provided is not correct, current, or complete.

You are responsible for maintaining the confidentiality of your account. You are not authorized to share your account information, including your password, with any other person. If your account is used by a third party (whether or not authorized), the third party may be able to use our Services without your knowledge and, as between you and us, you will be fully liable for any actions made with your accounts. You agree to change your password frequently and to always keep it secure and use MFA when and where possible.

You agree to immediately notify us of any unauthorized use of your account or any other breach of security. In no event will Keel Mind be liable for any loss or damage resulting from the disclosure of your accounts. If you believe someone has accessed any service using your account without your authorization, it is your responsibility to inform us and set up a new password or contact us to delete your account.

4. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

Our Services and all the technology and content of or on our Services (including without limitation all information, reports, data, databases, graphics, interfaces, web pages, text, files, software, code, product names, company names, trademarks, logos, trade names, any other intellectual property contained on our Services), the manner in which such content is presented or appears and all information relating thereto, and our Service’s features and functionality (collectively, the “Keel Mind IP”) are owned by us, our licensors, or other providers of such Keel Mind IP, and are protected in all forms by intellectual property laws, including without limitation copyright, trademark, patent, trade secret, industrial design, and any other proprietary rights.

We grant you a personal, revocable, non-transferable, and non-exclusive license to access and read the Keel Mind IP solely in connection with your access or use of our Services for the Permitted Uses.

You agree that, except as explicitly authorized by us, you will not:

distribute the Keel Mind IP for any purpose, including without limitation by compiling an internal database, or by redistributing or reproducing the Keel Mind IP by the press or media or through any commercial network, cable, or satellite system;
create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, distribute, publish or republish, download, store, arrange, modify, copy, bundle, sell, sub-license, export, merge, transfer, loan, rent, lease, assign, share, outsource, host, make available to any person or otherwise use, either directly or indirectly, the Keel Mind IP in whole or in part, in any form or by any means whatsoever, be they physical, electronic, or otherwise; or
allow any third-party to access the Keel Mind IP.

All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of the Vendor.

5. USE OF SERVICES

You agree that you will only access or use our Services for lawful purposes and in accordance with these Terms, and that you will not access or use our Services to:

violate or promote the violation of any government-imposed restriction or rule or of any third party’s rights;
download, email, post, make available, provide access, or otherwise transmit any material that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, pornographic, hateful, or racially, ethnically or otherwise objectionable, including any materials which encourage conduct that would constitute a criminal offence or give rise to civil liability, infringe other’s intellectual property or other rights, disclose private or personal matters concerning any person, or otherwise violate any applicable local, provincial, national or international law;
collect or store personal data about other users, except in accordance with applicable law;
impersonate any person or entity, misrepresent your affiliation with a person or entity, or do any other thing or act that brings Keel Mind, any other user of our Services, or any third-party into disrepute or causes us liability;
distribute viruses, malware, or any other technologies that are malicious or that may harm us, our Services, other users of our Services, our affiliates, or any third-party, or in any other way interfere or attempt to interfere with the proper working of our Services;
reverse engineer, decompile, copy, modify, distribute, transmit, license, sublicense, display, revise, perform, transfer, sell, or otherwise make available to any third-party, or otherwise publish, deeplink, create derivative works from or exploit in any way our Platform or any content on our Services except as permitted by the us under these Terms; or
harvest or otherwise collect, use, or disclose (including using any robot, spider, or other automatic device, process, or means) content on our Services or personal information about any other user of our Services.

7. PRIVACY POLICY

Your use of our Services is governed by our privacy policy, which can be found here. By accessing or using our Services or otherwise submitting your personal information to us, you consent to our collection, use, and disclosure of your personal information in accordance with the terms of our privacy policy. Our privacy policy is incorporated into these Terms by reference and form an integral part of these Terms.

8. TERMINATION

We may in our sole discretion for any or no reason, with or without notice, and at any time:
terminate these Terms;

limit, suspend, or terminate your access to or use of our Services;
take technical and legal steps to prevent you from accessing or using our Services; or
remove or otherwise modify any information or content you have provided through our Services.
Any such termination or action taken by us under this section 8 is in addition to and without prejudice to such rights and remedies as may be available to us, including injunctive and equitable remedies. Any terms of these Terms which are necessary to give effect to our rights under these Terms or that contemplate survival beyond termination will survive, except to the extent not permitted by law.

9. LIMITATION OF LIABILITY AND DISCLAIMERS

9.1 Limitation of Liability

EXCEPT TO THE EXTENT REQUIRED BY LAW, IN NO EVENT WILL Keel Mind, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS, OR ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE, WHETHER IN TORT, CONTRACT, OR OTHERWISE, FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC, OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF USE, LOST PROFITS, LOST GOODWILL OR BUSINESS REPUTATION, LOST DATA, OR LOST SAVINGS, EVEN IF Keel Mind OR ANY OF ITS LAWFUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM, RESULTING FROM YOUR USE OF OR INABILITY TO ACCESS OR USE OUR SERVICES, INCLUDING WITHOUT LIMITATION: (A) ANY CHANGES Keel Mind MAY MAKE TO OUR SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF OUR SERVICES; (B) THE DELETION OF, CORRUPTION OF, OR FAILURE TO SEND, DISPLAY, OR STORE ANY ADS, USER GENERATED CONTENT, OR OTHER COMMUNICATIONS OR DATA MAINTAINED OR TRANSMITTED BY OR THROUGH OUR SERVICES; (C) YOUR FAILURE TO PROVIDE Keel Mind WITH ACCURATE ACCOUNT DETAILS OR TO KEEP YOUR ACCOUNT DETAILS SECURE AND CONFIDENTIAL, AS APPLICABLE. NOTWITHSTANDING THE FOREGOING, IF Keel Mind IS FOUND TO BE LIABLE FOR ANY REASON, THEN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, Keel Mind’S LIABILITY TO YOU OR ANY THIRD-PARTY IS LIMITED TO $100 CAD.

9.2 AVAILABILITY, COMPLETENESS, AND QUALITY

YOU UNDERSTAND AND AGREE THAT OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

EXCEPT AS OTHERWISE EXPRESSLY REQUIRED BY APPLICABLE LAW, Keel Mind MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS, OR OTHER TERMS (WHETHER EXPRESS OR IMPLIED) IN RELATION TO THE PROVISION OF OUR SERVICES, INCLUDING WITHOUT LIMITATION AS TO COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, AVAILABILITY, OR CURRENCY OF OUR SERVICES, THAT OUR SERVICES WILL BE FREE FROM BUGS, ERRORS, OR OMISSION, OR AS TO THE SATISFACTORY QUALITY OR FITNESS OF OUR SERVICES FOR A PARTICULAR PURPOSE. Keel Mind ASSUMES NO OBLIGATION TO UPDATE OUR SERVICES. OUR SERVICES MAY BE CHANGED WITHOUT NOTICE TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Keel Mind EXCLUDES ALL LIABILITY (WHETHER ARISING IN CONTRACT, TORT, BREACH OF STATUTORY DUTY, OR OTHERWISE), WHICH Keel Mind MAY OTHERWISE HAVE TO YOU AS A RESULT OF ANY ERROR OR INACCURACIES IN OUR SERVICES, THE UNAVAILABILITY OF OUR SERVICES FOR ANY REASON, OR ANY REPRESENTATION OR STATEMENT MADE ON OR THROUGH OUR SERVICES.

Keel Mind CANNOT AND DOES NOT CONFIRM THAT EACH USER IS WHO THEY CLAIM TO BE. BECAUSE Keel Mind DOES NOT AND CANNOT BE INVOLVED IN USER-TO-USER DEALINGS OR CONTROL THE BEHAVIOUR OF USERS OF THE SERVICES, IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE Keel Mind (AND OUR AGENTS AND EMPLOYEES) FROM ALL CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

9.3 DOWNLOADS

Keel Mind cannot and does not guarantee or warrant that files or data available for downloading from our Services will be free of viruses or other destructive code. You are solely and entirely responsible for your use of our Services and your computer internet and data security. To the fullest extent provided by law, Keel Mind will not be liable for any loss or damage caused by denial-of-service attack, distributed denial-of-service attack, overloading, flooding, mailbombing or crashing, viruses, trojan horses, worms, logic bombs, or other technologically harmful materials that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of our Services or any services or items found or attained on or through our Services or to your downloading of any material posted on or through our Services, or on any website linked to our Services.

9.4 THIRD-PARTY SITES

Our Services may contain links to third-party sites or may interoperate with certain third-party sites or services. Keel Mind does not assume responsibility for the accuracy or appropriateness of, and has no control over, the information, data, opinion, advice, or statements contained at such sites, and makes no representations about any such websites that may be accessed from our Services. Where you access such sites, you acknowledge and agree you are doing so at your own risk. Your use of a third-party site may be governed by the terms and conditions of such site.

In providing links to third-party sites, Keel Mind is in no way acting as a publisher or disseminator of any material contained on those sites and does not and does not seek to monitor or control such sites.

A link to a third-party site does not mean and should not be construed to mean that Keel Mind is affiliated or associated with such third-party in any way. Keel Mind does not recommend or endorse any material found on such third-party sites. The mention of another party or its product or service on our Services is not and should not be construed as an endorsement of that party or its product or service.

9.5 NO RELIANCE

Any reliance you may place on our Services is at your own risk. Any content provided by Keel Mind on or through our Services is provided for general information purposes only. Such content does not constitute technical, financial, medical, or legal advice, or any other type of advice, and should not be relied on for any purpose. You agree to apply your own judgment or obtain specific or professional advice before taking, or refraining from, any action or inaction on the basis of our Services.

10. INDEMNIFICATION

To the maximum extent permitted by applicable law, you agree at all times to indemnify, defend, and hold harmless Keel Mind, its agents, affiliates, partners, and its and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, actions, proceedings, demands, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including legal and other fees and disbursements) sustained, incurred, or paid by Keel Mind, or arising out of or relating to your breach of these Terms, your access or use of our Services, your violation of any applicable law or regulation, or violation of any third-party’s intellectual property or other rights.

11. MISCELLANEOUS

11.1 FORCE MAJEURE

Keel Mind will have no liability to you for any breach of these Terms caused by any event or circumstances beyond Keel Mind’s reasonable control, including without limitation strikes, lock-outs and other industrial disputes, breakdown of systems or network access, disease, flood, fire, explosion, or accident.

11.2 NO AGENCY

No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms.

11.3 GOVERNING LAW, JURISDICTION, AND ATTORNMENT

These Terms are governed by and are to be construed in accordance with the laws of the province of Ontario and the laws of Canada applicable therein, without giving effect to any choice of law provision, principle, or rule, and notwithstanding your domicile, residence, or physical location.
For the purpose of all legal proceedings, these Terms shall be deemed to have been performed in the province of Ontario and the courts of the province of Ontario shall have jurisdiction to entertain any action arising under or out of these Terms. You and us both agree to irrevocably attorn and submit to the exclusive jurisdiction of the courts of the province of Ontario. You further waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.

You agree to waive any right you may have to a trial by jury or to commence or participate in any class action against us related to our Services or these Terms.

11.4 WAIVER

No failure by us to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms operates, or may be construed, as a waiver by us thereof. No single or partial exercise by us of any right, remedy, power, or privilege hereunder precludes any other or further exercise by us thereof or the exercise of any other right, remedy, power, or privilege.

11.5 SEVERABILITY

Any term of these Terms that is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of these Terms, without affecting the remaining terms of these Terms or affecting the validity or enforceability of such terms in any other jurisdiction. Nothing in these Terms shall operate to prejudice any mandatory statutory requirement or your statutory rights.

11.6 ENTIRE AGREEMENT

These Terms together with our privacy policy and the other documents referenced herein contain the entire understanding and agreement between you and us in relation to your use of our Services, and supersede and replace all prior and contemporaneous understandings, agreements, representation, statement, or other communication.

11.7 ASSIGNMENT

You may not assign, sublicense, or otherwise transfer any of your rights and obligations in these Terms to any other person. We may freely assign these Terms.

11.8 Service Providers whose licenses are subsidized by the Ministry of Colleges and Universities the following definitions apply:

End Users (Student Clients): A student registered at an Ontario Postsecondary Institution who receives sessions through the Platform. A student client cannot be a family member of the student or a member of any other community. A student client must be registered at a postsecondary institution in Ontario at the time they receive sessions
Trainee: An eligible trainee is a student registered in a mental health-related postsecondary program or a student peer supporter who utilizes the Platform to gain experience delivering mental health support. A trainee must be registered and/or completing requirements for a program at a post-secondary institution to which the licence is issued.

Session: A live interaction between a Trainee and a End User (Student Client) through the platform with the oversight of their corresponding Supervisor

11.9 GENERAL PROVISIONS

All rights not expressly granted by us herein are hereby reserved. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section.

11.10 CONTACT

Keel Mind may be contacted at support@geta- head.com.