The terms governing your use of
the Keel website and platform.

These Terms of Service ("Terms") govern your access to and use of the Keel website at keelflow.ai, the Keel application, and related services (collectively, the "Service"), provided by [Legal entity name] ("Keel", "we", "us", or "our").

By accessing or using the Service, you agree to these Terms. If you do not agree, do not access or use the Service.

Relationship to other agreements. If your organization has signed a Master Service Agreement (MSA) with Keel, that MSA governs your organization's use of the application and these Terms apply only to use of the public website. If you are using the Service without an MSA (for example, browsing the website, applying to the design partner program, or participating in a free trial when offered), these Terms govern that use in full.

You must be at least 18 years of age and authorized to bind the organization on whose behalf you are using the Service to use the Service.

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us promptly at security@keelflow.ai if you suspect any unauthorized use of your account.

Your administrator may control your access to and use of the Service. The administrator can suspend, modify, or terminate your access; export account data; and assume control of your account in accordance with the terms of any applicable MSA.

You agree not to use the Service to:

• Violate any applicable law, regulation, or third-party right
• Upload or transmit content that is illegal, infringing, defamatory, or that you do not have the right to share
• Reverse engineer, decompile, or otherwise attempt to extract source code or underlying ideas from the Service except as permitted by law
• Use the Service to develop a competing product or to benchmark the Service for the purpose of public comparison without our written consent
• Send unsolicited bulk communications, distribute malware, or attempt to circumvent rate limits, authentication, or other security measures
• Use automated means (scrapers, bots) to access the Service other than as documented in our public API or by prior written agreement
• Interfere with or disrupt the integrity or performance of the Service or another customer's use of the Service
• Resell, sublicense, or transfer your access to the Service without our written consent

We may suspend access in response to violations of this section, with notice where commercially reasonable.

"Customer Content" means any data, text, files, images, audio, video, or other content that you (or users on behalf of your organization) upload to or generate within the Service, including but not limited to Blueprint contents, account records, opportunity records, activity logs, transcripts, proof assets, and signal events.

Ownership. You retain all rights, title, and interest in your Customer Content. We claim no ownership of it.

License to operate the Service. You grant us a limited, non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and process your Customer Content solely as necessary to provide and operate the Service, and to comply with legal obligations.

No training on Customer Content. We do not use your Customer Content to train AI models. Provider contracts with the LLM providers we route through disable training where supported. See the sub-processor list for the specific terms per provider.

Aggregated and de-identified data. Where permitted by your MSA and your Privacy Policy settings, we may use aggregated and de-identified data (signals that cannot be traced back to your organization or any individual) to improve the Service and to inform our Pattern Library moat. Aggregated data never includes deal contents, contact details, transcripts, or proprietary copy. Pattern Library participation is opt-in and off by default.

The Service, including the Keel name, the Keel Loop methodology and stage names, the Vera agent name, the Blueprint specification, the Loop Scorecard metrics, the ritual names (Flow Review, Deal Lab, Loop Review, Playbook Tune-Up, Signal Sync, Segment Review, Offer Map Check-in), and all associated copy, designs, and software, are owned by Keel and protected by intellectual-property laws.

We grant you a limited, non-exclusive, non-transferable license to access and use the Service in accordance with these Terms (and the MSA, where applicable). No other rights are granted.

Feedback. If you provide feedback, suggestions, or improvement ideas, we may use them without restriction or compensation. You retain no rights in such feedback once provided.

If your organization participates in the Keel design partner program, the program is governed by a separate design partner addendum to your MSA. Design partner participation includes specific commitments around reference status, product feedback, and use of de-identified pattern signals, documented in the addendum. These Terms supplement (do not replace) the design partner addendum.

Use of the Service may be subject to fees described in your order form, MSA, or other agreement with us. If you are using a free trial or design partner reduced-fee period, your use is subject to the duration and conditions of that program. On expiration of a trial or reduced-fee period, continued use of the Service requires a paid subscription. We will notify you in advance of any transition.

Token usage and LLM costs. The Service uses LLM providers, which incur token-based costs. Where you bring your own LLM provider key, you are responsible for the costs charged by that provider. Where you use Keel's default provider routing, costs are included in your platform fee or billed as documented in your order form. We surface usage and alerts in the Service so costs are not a surprise.

By you. You may stop using the Service at any time. If you have an MSA, termination is governed by that MSA.

By us. We may suspend or terminate your access if you materially breach these Terms (or any applicable MSA), if continued provision of the Service to you would violate applicable law, or if you fail to pay amounts owed.

Effect of termination. Upon termination, your right to access the Service ends. We will retain your data for the period specified in the DPA and the Privacy Policy, after which it will be hard deleted in accordance with our retention policy.

Sections of these Terms that by their nature survive termination (intellectual-property provisions, disclaimers, limitations of liability, indemnification, governing law) survive.

EXCEPT AS EXPRESSLY STATED IN AN MSA OR OTHER WRITTEN AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OPERATION.

AI outputs. The Vera agent produces suggestions, briefs, drafts, and analysis based on your Blueprint, your data, and the LLM providers you configure. These outputs may be incomplete or inaccurate. You are responsible for reviewing them before acting. We provide tools (Vera Health metrics, evidence trails, suggestion-rejection workflows) so you can evaluate outputs, but final decisions rest with you.

No professional advice. The Service is not a substitute for legal, financial, tax, or professional advice. Use of Service outputs in those domains is at your own discretion and risk.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KEEL'S TOTAL LIABILITY UNDER THESE TERMS IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOUR ORGANIZATION PAID US IN THE TWELVE MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

These limits apply even if a remedy fails of its essential purpose. They do not apply to (a) breach of confidentiality obligations, (b) indemnification obligations, (c) gross negligence or willful misconduct, or (d) where prohibited by law. The MSA may set different limits for paid customers; those limits control where applicable.

You agree to indemnify and hold us harmless from any claim, loss, or damage arising out of (a) your violation of these Terms, (b) your Customer Content, or (c) your use of the Service in violation of applicable law. We will indemnify you for claims that the Service, as provided by us, infringes a third-party intellectual-property right; this indemnity is subject to standard exclusions documented in the MSA.

These Terms are governed by the laws of [Governing law jurisdiction], without regard to conflict-of-law principles. Disputes will be resolved exclusively in the courts of [Venue], except where you have an MSA that specifies a different governing law or dispute-resolution forum, in which case the MSA controls for matters within its scope.

EU/UK users. Nothing in these Terms removes mandatory consumer-protection rights you have under EU or UK law where those laws apply to you.

We may update these Terms from time to time. Material changes will be announced on the website and (where you have an account) in-product or by email. The "Last updated" date at the top of this page reflects the most recent substantive change. Continued use of the Service after a change indicates acceptance.

For questions about these Terms: legal@keelflow.ai. For privacy questions: privacy@keelflow.ai. For security questions: security@keelflow.ai. For all other inquiries: hello@keelflow.ai.