Terms of Service

1 Customer Agreements

If Keel Insights LLC and the organization through which you access the Services have entered into a Master Services Agreement, Order Form, Statement of Work, or other written agreement governing the Services, that agreement will govern your organization’s use of the Services. If there is a conflict between that agreement and these Terms, the executed agreement will control. In the absence of such an agreement, these Terms govern access to and use of the Services.

2 Eligibility and Authority

The Services are intended for business use by managed service providers, their business customers, and other authorized organizations. You may use the Services only if you are legally able to enter into these Terms and are authorized by the applicable Customer to access its Keel account or workspace.

If you access the Services for an employer, MSP, customer, or other organization, you represent that you have authority to act for that organization for the activities you perform. The Customer is responsible for its Authorized Users, the roles and permissions assigned to them, and their compliance with these Terms.

3 Definitions

“Authorized User”

An individual authorized by a Customer to access the Services, including an MSP employee, contractor, administrator, support user, presentation user, or client-portal user.

“Customer”

The organization that subscribes to, purchases, or is otherwise authorized by Keel to use the Services.

“Customer Data”

Data, content, records, files, configurations, credentials, integration data, reports, telemetry, logs, AI inputs or outputs, and other materials submitted to, collected by, generated in, or processed through the Services on behalf of a Customer.

“Documentation”

Keel’s published user guides, technical documentation, security instructions, and configuration requirements for the Services.

4 Accounts and Security

You must provide accurate account information, keep authentication credentials and recovery methods secure, and use only the access assigned to you. You must not share an individual account, allow unauthorized access, or attempt to obtain permissions outside your assigned role.

The Customer must promptly remove access for users who are no longer authorized and notify Keel at hello@keelinsights.ai if it suspects account compromise, credential disclosure, or unauthorized activity. Keel may require reasonable security controls, including multi-factor authentication, as a condition of access.

5 Permitted Use

Subject to these Terms and payment of applicable fees, the Customer and its Authorized Users may use the Services for lawful internal business activities and authorized services delivered to the Customer’s managed clients. Use of the Services must comply with the Acceptable Use Policy, Documentation, applicable law, and third-party terms that apply to connected systems.

You may not copy, sell, sublicense, rent, or commercially distribute the Services except as expressly allowed in writing; reverse engineer or attempt to derive non-public source code except where applicable law prohibits that restriction; remove proprietary notices; bypass usage, tenant, security, or access controls; or use the Services to build or benchmark a competing product without Keel’s written permission.

6 Third-Party Systems and Integrations

The Services may connect to systems operated by Google, Microsoft, PSA, RMM, security, backup, network, documentation, accounting, and other providers. The Customer is responsible for obtaining and maintaining all rights, permissions, licenses, credentials, consents, and legal authority needed to connect those systems and make their data available to Keel. The Customer instructs Keel to access and process that data only as needed to provide, secure, maintain, and support the Services.

Third-party services are governed by their own terms and may change, limit, suspend, or discontinue their APIs or functionality. Keel does not control and is not responsible for third-party availability, API limits, source-data quality, or third-party acts and omissions. The Customer may revoke an integration through Keel or the applicable provider, subject to processing already required for security, audit, legal, or contractual purposes.

When the Customer authorizes a Google integration, Keel’s access, use, storage, and sharing of information received from Google APIs is also governed by our Privacy Policy and will adhere to the Google API Services User Data Policy, including its Limited Use requirements. Keel uses Google user data only to provide or improve authorized, user-facing integration features. Keel does not sell Google user data, use it for advertising, or use it to train general-purpose artificial intelligence models.

7 Customer Data

As between Keel and the Customer, the Customer retains its rights in Customer Data. The Customer grants Keel and its subprocessors a limited, non-exclusive right to host, copy, transmit, transform, display, and otherwise process Customer Data only as reasonably necessary to provide, secure, maintain, improve, and support the Services; comply with Customer instructions; and meet legal obligations, in each case subject to the controlling customer agreement and our Privacy Policy.

The Customer is responsible for the legality, accuracy, quality, and authorization of Customer Data and for providing required notices and obtaining required consents. The Customer must not provide data that it does not have the right to process or disclose through the Services.

8 Keel Property and License

Keel and its licensors retain all rights in the Services, Documentation, software, APIs, designs, workflows, templates, methods, models, technology, and improvements, excluding Customer Data. No rights are granted except the limited right to use the Services during an active subscription under these Terms.

If you provide suggestions or feedback, Keel may use them without restriction or obligation, provided Keel does not identify you or the Customer in doing so without permission.

9 AI and Automated Features

The Services may generate summaries, recommendations, classifications, evidence interpretations, draft content, or automated actions using artificial intelligence or rules-based systems. These features can produce incomplete, outdated, or inaccurate results. Authorized Users must review outputs against authoritative source data before relying on them, delivering them to a client, or approving an operational action.

The Services are not a substitute for professional judgment and must not be used as the sole basis for legal, medical, financial, employment, credit, insurance, or other decisions that produce significant effects on a person. The Customer is responsible for its decisions, approvals, and actions based on Service output.

10 Subscriptions and Payment

If no Order Form or other written agreement states otherwise, subscriptions are monthly, renew automatically for successive monthly terms until canceled, and are billed in advance. Fees are exclusive of applicable taxes. The Customer authorizes Keel and its payment processor to charge the payment method on file for recurring fees, usage charges, taxes, and other authorized amounts.

The Customer may cancel before the next renewal date to prevent the next renewal. Except where required by law or expressly agreed in writing, fees are non-refundable and cancellation does not create a prorated refund. Keel may change pricing prospectively after reasonable notice. Keel may suspend access for overdue, undisputed amounts after providing reasonable notice and an opportunity to cure.

11 Confidentiality

Each party may receive non-public business, technical, product, security, pricing, or customer information from the other party (“Confidential Information”). The receiving party will use Confidential Information only to perform or receive the Services, protect it using at least reasonable care, and disclose it only to personnel, contractors, advisors, and subprocessors who need it and are bound by appropriate confidentiality duties.

Confidential Information does not include information that the receiving party can document was lawfully known without restriction, becomes public without breach, is received lawfully from another source without restriction, or is independently developed without use of the other party’s Confidential Information. A party may disclose information when legally required, and will provide notice when legally permitted.

12 Suspension and Termination

Keel may restrict or suspend access when reasonably necessary to address a security threat, protect another customer or the Services, comply with law, respond to unauthorized or unlawful use, enforce the Acceptable Use Policy, address a third-party provider’s revocation, or collect overdue amounts. When practicable, Keel will provide notice and limit the suspension to the affected account, feature, integration, or activity.

Either party may terminate for an uncured material breach after reasonable written notice. Keel may terminate immediately for severe unlawful conduct, deliberate security abuse, or conduct that creates material risk to the Services or others. Following termination, Customer Data export, retention, and deletion are governed by the controlling customer agreement and our Privacy Policy. Sections that by their nature should survive will survive termination.

13 Warranty Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” KEEL DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Keel does not warrant that the Services will be uninterrupted or error-free; that third-party systems will remain available; that source data, integrations, reports, AI output, or recommendations will be complete or accurate; or that every security threat, configuration issue, or operational condition will be detected.

14 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, EVEN IF ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

EXCEPT FOR AMOUNTS THAT CANNOT BE LIMITED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER FOR THE SERVICES DURING THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. These limitations apply regardless of the legal theory and are an essential basis of the agreement.

15 Indemnification

The Customer will defend, indemnify, and hold harmless Keel, its affiliates, and their personnel from third-party claims, damages, losses, liabilities, costs, and reasonable legal fees arising from Customer Data; the Customer’s or an Authorized User’s unlawful or unauthorized use of the Services; a connection to a third-party system that the Customer was not authorized to make; or a material violation of these Terms or the Acceptable Use Policy.

Keel will promptly notify the Customer of a covered claim, provide reasonable cooperation at the Customer’s expense, and allow the Customer to control the defense and settlement. The Customer may not settle a claim in a manner that admits fault by or imposes a non-monetary obligation on Keel without Keel’s written consent.

16 Governing Law and Venue

These Terms are governed by the laws of the State of California, without regard to conflict-of-law rules. The state and federal courts located in Orange County, California have exclusive jurisdiction over disputes arising from these Terms or the Services, and each party consents to personal jurisdiction and venue in those courts.

17 Changes to These Terms

Keel may update these Terms as the Services, law, or business practices change. Keel will update the “Last updated” date and, when practicable, provide reasonable notice of material changes through the Services, email, or another appropriate channel. Changes apply prospectively from their effective date. Continued use after that date constitutes acceptance of the updated Terms.

18 General Terms and Contact

Neither party may assign these Terms without the other party’s consent, except in connection with a merger, reorganization, sale of substantially all assets, or transfer to an affiliate, provided the assignee accepts the applicable obligations. Neither party is liable for delay caused by events beyond its reasonable control. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remaining provisions will remain effective. Failure to enforce a provision is not a waiver.

The parties are independent contractors. These Terms, the policies incorporated by reference, and any controlling customer agreement are the complete agreement concerning their subject matter. Headings are for convenience only. Electronic communications and notices satisfy written-notice requirements where permitted by law.

Questions about these Terms may be sent to hello@keelinsights.ai. Please also review the Privacy Policy and Acceptable Use Policy.