Terms of Use

1.0 About Keel SCS

Keel SCS provides business software and technology solutions primarily for transportation, trucking, logistics and supply-chain operations.

Depending on the services and features enabled for a Customer, the Keel SCS platform may provide functionality relating to:

• shipment and dispatch management;
• driver assignments and driver-facing mobile access;
• customer and consignee information;
• rates and accessorial charges;
• invoices and accounting information;
• driver pay and payroll-related information;
• document and image uploads;
• reporting and operational records;
• notifications and communications;
• third-party software and data integrations; and
• other transportation-management and business functions.

Keel SCS is a software and technology provider. Unless expressly agreed otherwise in writing, Keel SCS does not act as a freight carrier, freight broker, freight forwarder, customs broker, warehouse operator or transportation provider.

2.0 Business Use and Authorized Users

Keel SCS is intended primarily for business use.

A "Customer" means a company or organization authorized to use Keel SCS services.

An "Authorized User" may include a Customer's administrator, dispatcher, office employee, accounting user, driver, contractor or other person authorized to access the Customer's account.

Customers are responsible for determining who may access their Keel SCS account and what permissions should be assigned to each Authorized User.

Users may access only the accounts, companies, shipments, documents and information they are authorized to access.

Users must not attempt to access another Customer's information or another user's account without authorization.

3.0 Account and Password Security

Users are responsible for maintaining the confidentiality and security of their account credentials.

Users must take reasonable precautions to prevent unauthorized access to their account, including:

• using their own authorized account;
• protecting passwords and authentication credentials;
• maintaining reasonable security on devices used to access Keel SCS;
• not intentionally sharing credentials with unauthorized persons; and
• notifying their company administrator or Keel SCS promptly if they believe their account or device has been compromised.

Keel SCS may temporarily restrict or suspend access if we reasonably believe an account presents a security risk or has been accessed without authorization.

Customers are responsible for promptly removing or changing access when an employee, driver, contractor or other user should no longer have access to the Customer's account.

4.0 Customer and User Information

Customers and Authorized Users may enter, upload, modify, approve or transmit information through Keel SCS.

This may include shipment information, addresses, customer and consignee information, driver information, rates, charges, invoices, documents, photographs, delivery records, accounting information and other operational records.

Customers and users are responsible for ensuring that information they provide is reasonably accurate and that they have appropriate authority to provide or use that information.

Customers retain their rights in the business information and documents they provide to Keel SCS.

Customers authorize Keel SCS to host, store, process, transmit, reproduce and otherwise handle that information as reasonably necessary to operate, secure, maintain and support the services.

5.0 Operational Information and Verification

Keel SCS is designed to assist transportation and logistics operations, but the software does not replace appropriate business judgment or verification.

Users remain responsible for reviewing important information before relying on it for operational, financial, safety, legal or commercial decisions.

This may include:

• shipment details;
• pickup and delivery locations;
• appointment dates and times;
• container or equipment information;
• driver assignments;
• customer and consignee information;
• rates and accessorial charges;
• invoice amounts;
• taxes and accounting information;
• driver-pay information;
• estimated arrival times;
• terminal or equipment availability;
• shipment or container status; and
• other operational information.

Where an error or delay could materially affect a shipment, appointment, customer, invoice, payment, storage charge, detention charge or other business activity, users should take reasonable steps to verify the relevant information.

6.0 Third-Party Data and Integrations

Keel SCS may integrate with or receive information from third-party systems and service providers.

Depending on the Customer's configuration and available features, these may include accounting platforms such as QuickBooks, railroad or transportation data providers, GPS or telematics systems, mapping or geocoding providers, email providers, push-notification services, cloud infrastructure providers and other external software or APIs.

Third-party services are operated by their respective providers and may be subject to separate terms, privacy policies and service limitations.

Keel SCS does not control third-party systems.

Third-party information may be delayed, incomplete, unavailable, modified or inaccurate.

Third-party providers may also modify, restrict, suspend or discontinue their services, APIs or data access.

Keel SCS does not guarantee the continued availability or accuracy of third-party data or integrations.

Users should verify important third-party information with the applicable source where appropriate.

7.0 Railroad, Container, GPS and Mapping Information

Where available, Keel SCS may display information relating to containers, rail shipments, terminals, shipment tracking, GPS locations, estimated arrival times, routes, maps or other transportation information.

Such information may originate from Customers, drivers, carriers, railroads, terminals, telematics providers, mapping services or other third parties.

Tracking information, estimated arrival times and operational statuses are informational and may change.

They should not be interpreted as a guarantee that a container, shipment, driver, appointment, terminal or other resource will be available at a particular time.

Where confirmation is important, users should confirm the information with the applicable carrier, railroad, terminal, warehouse, customer, consignee or other responsible party.

8.0 Rates, Charges, Invoices and Accounting Information

Keel SCS may allow Customers to create, calculate, store, display, export, transmit or synchronize rates, accessorial charges, invoices, taxes, driver payments and other financial information.

Customers remain responsible for reviewing financial information before issuing invoices, making payments, submitting accounting or tax information, or relying on that information for financial purposes.

System-generated calculations, invoices, reports and accounting integrations should be reviewed for accuracy.

Keel SCS does not provide legal, tax, accounting or financial advice.

Where information is synchronized with QuickBooks or another third-party accounting service, Customers remain responsible for reviewing the information in the relevant systems.

9.0 Uploaded Documents and Files

Customers and users may upload documents, photographs, PDFs, delivery records, invoices or other files to Keel SCS where the applicable feature permits it.

Users must not knowingly upload:

• malware, viruses or malicious code;
• unlawful material;
• documents they are not authorized to possess or distribute; or
• content intended to interfere with or compromise Keel SCS or another user's systems.

Customers are responsible for information and files uploaded by their Authorized Users.

10.0 Downloads, Generated Files and Electronic Security

Keel SCS uses reasonable administrative, technical and organizational measures designed to protect its systems and services.

However, no electronic transmission, email, link, attachment, uploaded document, system-generated document or downloaded file can be guaranteed to be completely secure or free from harmful components.

Users are responsible for maintaining reasonable security on the computers, mobile devices and networks used to access Keel SCS.

Users should maintain current operating-system and browser updates and use appropriate antivirus, anti-malware, endpoint-security or similar protection where appropriate.

Users should exercise reasonable caution and, where appropriate, verify or scan downloaded files, attachments and other electronic files before opening, executing, forwarding or distributing them.

To the maximum extent permitted by applicable law, Keel SCS is not responsible for loss or damage resulting from compromised user devices or credentials, unsafe Customer-controlled networks, phishing or spoofed communications, malicious content originating outside systems controlled by Keel SCS, or a user's failure to follow reasonable security precautions.

Nothing in these Terms excludes or limits any responsibility of Keel SCS that cannot lawfully be excluded or limited.

11.0 Email, Links and Communications

Keel SCS may send service-related communications such as account messages, shipment information, document notifications, invoices, dispatch notifications, security notices or other operational communications.

Users should exercise caution with unexpected communications claiming to originate from Keel SCS.

Keel SCS will not ask users to send their account password by email.

Users should verify suspicious links, attachments or requests for credentials before acting upon them.

Email, push notifications and other electronic communications can be delayed, blocked, filtered, duplicated, misdirected or unavailable because of circumstances outside Keel SCS's reasonable control.

Users should not rely on electronic notifications as the sole method of communication where immediate confirmation is operationally or legally required.

12.0 Mobile and Driver Applications

Keel SCS may provide mobile applications or mobile-access features for drivers and other Authorized Users.

Depending on the features used, the application may request access to device functions such as the camera, photographs, notifications or other capabilities necessary to provide the requested feature.

Where location or GPS functionality is offered, the relevant functionality and handling of personal information will be described through the application, Customer configuration or Keel SCS Privacy Policy as appropriate.

Users are responsible for maintaining reasonable security on devices used to access Keel SCS.

13.0 Service Availability

Keel SCS aims to provide reliable services but does not guarantee continuous, uninterrupted or error-free operation.

Services may occasionally be affected by:

• maintenance;
• software updates;
• cloud infrastructure issues;
• internet or telecommunications failures;
• third-party provider outages;
• API failures;
• security events;
• technical problems; or
• circumstances outside Keel SCS's reasonable control.

Keel SCS may modify, maintain or update the services as reasonably necessary.

Where practical, Keel SCS will attempt to minimize unnecessary disruption.

14.0 Data and Record Retention

Customers are responsible for maintaining any independent copies or records required for their own legal, regulatory, tax, accounting, operational or business-continuity requirements.

Unless expressly agreed otherwise in writing, Keel SCS should not be treated as the Customer's only archival or backup system.

Personal information will also be handled in accordance with the Keel SCS Privacy Policy and applicable law.

15.0 Prohibited Use

Users must not:

• attempt to gain unauthorized access to Keel SCS systems, accounts or data;
• access another Customer's information without authorization;
• intentionally interfere with the operation or security of Keel SCS;
• bypass security or access controls;
• upload malware or malicious code;
• use the service for fraudulent or unlawful activities;
• impersonate another person or organization;
• knowingly provide materially false information for fraudulent purposes;
• attempt to extract or misuse protected source code;
• copy, reproduce or commercially redistribute Keel SCS software without authorization; or
• use Keel SCS in a manner that infringes the rights of another person or organization.

Keel SCS may investigate suspected misuse and may restrict access where reasonably necessary to protect Customers, users, data or the service.

16.0 Intellectual Property

Keel SCS and its licensors retain all rights in the Keel SCS software, applications, user interfaces, designs, branding, documentation, workflows and other proprietary materials.

These Terms give Customers and Authorized Users a limited right to use the services as authorized.

They do not transfer ownership of Keel SCS intellectual property.

Customer information and uploaded documents remain subject to the ownership rights of the Customer or other applicable rights holder.

Suggestions or feedback voluntarily provided to Keel SCS may be used to improve the services without creating an obligation to compensate the person providing the feedback.

17.0 Privacy

Keel SCS handles personal information in accordance with its Privacy Policy and applicable privacy law.

The Privacy Policy describes the types of information Keel SCS may collect or process, why that information is used, circumstances in which information may be shared, general security practices and how individuals may contact Keel SCS about privacy matters.

Acknowledging the Privacy Policy does not waive an individual's privacy rights and does not constitute blanket consent to every possible future collection, use or disclosure of personal information.

Where additional consent is required for a particular purpose, Keel SCS may request that consent separately.

18.0 Confidential and Business Information

Users may have access to confidential, commercially sensitive or private information belonging to their employer, Customer organization, another authorized party or Keel SCS.

Users must not intentionally access, disclose or distribute information they are not authorized to access or disclose.

Customers are responsible for appropriately managing access permissions for their users.

19.0 Suspension and Termination

Keel SCS may restrict or suspend access where reasonably necessary because of:

• suspected unauthorized access;
• security risks;
• material violations of these Terms;
• unlawful or prohibited activity;
• legal requirements;
• requests from the Customer responsible for the account;
• non-payment where applicable; or
• termination or expiration of the applicable Customer relationship.

Access rights may end when the Customer's relationship with Keel SCS terminates.

Provisions that reasonably should continue after termination, including provisions relating to intellectual property, confidentiality, previous activity, disclaimers and limitations of liability, will continue to apply.

20.0 Disclaimer of Warranties

To the maximum extent permitted by applicable law, Keel SCS services are provided on an "as available" basis.

Keel SCS does not guarantee that:

• the services will always be available or uninterrupted;
• every feature will be completely error-free;
• the services will be compatible with every device, browser or third-party system;
• third-party services or integrations will remain available; or
• information provided by users or third parties will always be accurate, complete or current.

Nothing in these Terms excludes a warranty or legal right that cannot lawfully be excluded.

21.0 Limitation of Liability

To the maximum extent permitted by applicable law, Keel SCS will not be liable for indirect, incidental, special, consequential, exemplary or punitive damages arising from or relating to use of, inability to use, or reliance upon the services.

Where permitted by law, this includes loss of profits, revenue, business opportunities, goodwill or data, and losses arising from business interruption.

To the maximum extent permitted by applicable law, Keel SCS will not be responsible for losses resulting from circumstances outside Keel SCS's reasonable control, including:

• inaccurate, incomplete or delayed information supplied by Customers, users or third parties;
• inaccurate or changed carrier, railroad or terminal information;
• third-party API or integration failures;
• missed or changed appointments resulting from third-party information or user decisions;
• demurrage, detention, storage or similar charges resulting from third-party information, delays or user decisions;
• incorrect rates, invoices or other information entered or approved by Customers or users;
• internet, telecommunications or cloud-provider failures;
• compromised Customer or user credentials;
• unsafe Customer-controlled devices or networks; or
• phishing, spoofing or malicious communications not originating from systems controlled by Keel SCS.

Any limitation or monetary liability cap contained in a separate written agreement between Keel SCS and a Customer will apply according to that agreement.

Nothing in these Terms limits or excludes liability that cannot legally be limited or excluded.

22.0 Customer Responsibility

Customers are responsible for the lawful and authorized use of Keel SCS by their users.

Customers are also responsible for losses, claims or consequences resulting from their own unlawful use of the service, their users' unauthorized or unlawful activities, or materials knowingly provided without appropriate authority.

More detailed indemnification obligations may be included in a separate written commercial agreement between Keel SCS and a Customer.

23.0 Changes to the Services

Keel SCS may add, modify, improve or discontinue features as the platform develops.

The availability of specific functions may depend on a Customer's subscription, configuration, third-party integrations, technical requirements or other factors.

Keel SCS does not guarantee that every feature or integration will remain available indefinitely.

24.0 Changes to These Terms

Keel SCS may update these Terms as its services, business practices, legal requirements or risks change.

The current Terms will display an effective or last-updated date.

Minor administrative, formatting or clarification changes may not require users to accept the Terms again.

Where Keel SCS makes a material change affecting users' rights or obligations, Keel SCS may provide notice and may require users to review and accept the updated Terms before continuing to use the service.

25.0 Governing Law

These Terms are governed by the laws of the Province of Ontario and the applicable federal laws of Canada.

Unless a separate written agreement provides otherwise, disputes relating to these Terms or Keel SCS services will be subject to the courts of Ontario, Canada, where legally permitted.

26.0 Severability

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions will continue to apply to the extent permitted by law.

27.0 Separate Customer Agreements

These Terms primarily govern access to and use of Keel SCS services by users.

A Customer may also enter into a separate subscription, SaaS, implementation, service or commercial agreement with Keel SCS.

If a separate written agreement conflicts with these Terms, the separate written agreement will control for that Customer to the extent of the conflict.

28.0 Contact

Questions regarding these Terms may be directed to Keel Supply Chain Solutions Inc., operating as Keel SCS, Ontario, Canada.