School Agreement - General Terms


7. Definitions

In addition to the terms defined throughout this Agreement, in this Agreement the following terms shall have the following respective meanings:

(a) “Account Activation” means the completion of the Product sign-up process by a Person, including, for greater certainty, the payment of an activation or subscription fee;

(b) “Account Load” means the completion of a transfer of funds by a Person through the parent portal forming a part of the Product;

(c) “Confidential Information” means any and all information that is disclosed by one party to the other party and that relates to a party’s business or the parties’ business relationship hereunder, including, but not limited to, information concerning finances, products, services, customers and suppliers;

(d) “Person” means an individual, corporation, body corporate, partnership, joint venture, association, trust or unincorporated organization or any other form of enterprise or legal entity;

(e) “Product” means the SideKick mobile payment solution; and

(f) “Trademarks” means all trademarks, service marks, logos, brand names, trade names, domain names and/or slogans used by the Company in connection with the Product from time to time (whether registered or unregistered).


8. Trademarks

(a) Ownership. The Institution acknowledges the Company’s exclusive ownership of the Trademarks and acquires no right, title or interest in or to the Trademarks hereunder. Any and all goodwill associated with the Trademarks will inure exclusively to the benefit of the Company. During the Term, the Institution shall not attempt to register any of the Trademarks or any trademarks, service marks, logos, brand names, trade names, domain names and/or slogans confusingly similar to the Trademarks. The Institution shall execute such documents and do all such acts and things as may be necessary in the Company’s reasonable opinion to establish the Company’s ownership of any rights in and to the Trademarks, at the Company’s expense.

(b) Grant of Rights. The Company hereby grants to the Institution for the Term, a non-exclusive, non-transferable, revocable right to use the Trademarks in connection with the marketing and promotion of the Product in accordance with the terms and conditions of this Agreement and any guidelines issued by the Company from time to time.


9. Quotes and Subscriptions

(a) The Institution may provide quotes for the Product at prices no less than the Company's then-current prices and on the basis of the Company’s then-current terms of payment and general terms and conditions of sale. Any proposal at other prices or on other terms and conditions must be approved in advance by the Company. The Company shall have the right, from time to time in its sole discretion and without notice, to amend prices, terms of payment and the general conditions and terms of sale. The Institution shall promptly forward to the Company copies of all proposals made by the Institution to current or prospective customers.

(b) The Institution shall promptly forward all offers to subscribe to the Product received by the Institution to the Company, and such offers shall be subject to acceptance by the Company. The Company reserves the right in its sole discretion to accept or reject any such offer without incurring any liability to the Institution for commissions, damages or otherwise. The Company shall send the Institution a copy of all acceptances or rejections sent by it to prospective customers with respect to offers procured by the Institution from such customers.

(c) The Company shall invoice all customers directly, and all payments due from customers shall be made directly to the Company.


10. Confidentiality

(a) Marking of Confidential Information. Any Confidential Information disclosed by either party in tangible form shall be marked as “CONFIDENTIAL” or “PROPRIETARY” or by a similar legend by the disclosing party prior to disclosure. Any Confidential Information disclosed orally or visually shall be identified as such prior to, concurrent with or following disclosure and summarized in writing by the disclosing party to the receiving party within 30 calendar days of the disclosure.

(b) Exclusions. Confidential Information shall not include any information which (i) is in or comes into the public domain without breach of this Agreement by the receiving party; (ii) was in the possession of the receiving party prior to receipt from the disclosing party and was not acquired by the receiving party from the disclosing party under an obligation of confidentiality or non-use; (iii) is acquired by the receiving party from a third party not under an obligation of confidentiality or non-use to the disclosing party; or (iv) is independently developed by the receiving party without use of any Confidential Information of the disclosing party.

(c) Obligations of Non-Disclosure and Non-Use. Unless otherwise agreed to by the parties in writing or except as expressly permitted by this Agreement, the receiving party will not, except as required by law or court order, use any Confidential Information of the disclosing party or disclose it to any third party during the Term and for a period of two (2) years thereafter. The receiving party may disclose Confidential Information of the disclosing party only to its employees or contractors who need to know such information. In addition, prior to any disclosure of Confidential Information to any such employee or contractor, such employee or contractor shall be made aware of the confidential nature of the Confidential Information and shall execute, or shall already be bound by, a non-disclosure agreement containing terms and conditions consistent with the terms and conditions of this Agreement. In any event, the receiving party shall be responsible for any breach of the terms and conditions of this Agreement by any of its employees or contractors. The receiving party shall use the same degree of care to avoid disclosure of the disclosing party’s Confidential Information as the receiving party employs with respect to its own Confidential Information of like importance, but not less than a reasonable degree of care.

(d) Return of Confidential Information. Upon the termination or expiration of this Agreement for any reason, or upon the disclosing party’s earlier request, the receiving party will deliver to the disclosing party all of the disclosing party’s property or Confidential Information in tangible form that the receiving party may have in its possession or control. The receiving party may retain one copy of the Confidential Information in its legal files.


11. Infringement of Intellectual Property Rights

The Institution agrees that if it is notified or otherwise obtains knowledge of any actual or alleged infringement of the Trademarks or any other intellectual property rights of the Company by a third party, the Institution will promptly notify the Company. No legal proceedings shall be instituted by the Institution against any third party in respect of any such actual or alleged infringement without the prior written consent of the Company. The Institution shall cooperate fully with the Company in any legal proceedings instituted by Company, at the Company’s expense.


12. Force Majeure

Either party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, pandemics, disease, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature.  

The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations hereunder shall resume. 


13. Limitation of Liability

Except for violations of Sections 8 or 10, neither party shall be liable to the other party for any special, incidental, consequential, indirect or punitive damages (including loss of profits) arising in any way out of this Agreement, however caused and on any theory of liability.


14. Independent Contractors

It is understood that both parties are independent contractors and engage in the operation of their own respective businesses. Except as described herein, neither party is to be considered the agent of the other party for any purpose whatsoever and neither party has any authority to enter into any contract or assume any obligation for the other party or to make any warranty or representation on behalf of the other party.

Each party shall be fully responsible for its own employees, contractors and agents, and the employees, contractors and agents of one party shall not be deemed to be employees, contractors and agents of the other party for any purpose whatsoever.


15. Non-Publicity

Each party agrees not to disclose the existence or contents of this Agreement to any third party without the prior written consent of the other party except: (i) to its advisors, attorneys or auditors who have a need to know such information; (ii) as required by law or court order; (iii) as required in connection with the reorganization of a party, or its merger into any other entity, or the sale by a party of all or substantially all of its properties or assets; or (iv) as may be required in connection with the enforcement of this Agreement.


16. Notices

Any notices permitted or required to be delivered under this Agreement shall be deemed given upon the date of personal delivery, email where the recipient acknowledges receipt thereof, or 48 hours after deposit in the mail, first-class postage prepaid, addressed to such party at its last known address.


17. Assignment

Neither party may without written approval of the other party assign this Agreement or transfer its interest in this Agreement or any part thereof to any third party except that a party may assign its rights or obligations to a third party in connection with the merger, reorganization or acquisition of securities or assets affecting all or substantially all of the properties or assets of the assigning Party.


18. Injunctive Relief

Each party acknowledges that a violation of Sections 8 or 10 would cause immediate and irreparable harm for which money damages would be inadequate. Therefore, the harmed party will be entitled to injunctive relief for the other party’s breach of any of its obligations under such Sections without proof of actual damages and without the posting of bond or other security. Such remedy shall not be deemed to be the exclusive remedy for such violation, but shall be in addition to all other remedies available at law or in equity.


19. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without giving effect to any choice of law or conflict of law provisions. The parties consent to the exclusive jurisdiction and venue in courts of British Columbia with respect to any dispute that may arise hereunder.


20. General

The parties covenant and agree to execute and deliver all such further documents and instruments, and to do all such further acts and things as may be necessary or desirable, to carry out the full intent and meaning of this Agreement. This Agreement constitutes the entire agreement of the parties regarding the subject matter hereof and supersedes all prior understandings and instruments on such subject matter. This Agreement may not be modified other than by a written instrument executed by duly authorized representatives of the parties. All references to currency in this Agreement are to Canadian dollars.


21. Survival of Provisions

The following provisions of this Agreement shall survive the termination hereof: Sections 5(d), 6(c), 10, 15 and all other provisions of this Agreement that by their nature extend beyond the termination of this Agreement.



Last update: November 3, 2020

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