The agreement between you and Keel Technologies, Inc. governing your access to the Keel platform and related services.
These Terms of Service ("Terms") form a legally binding agreement between Keel Technologies, Inc. ("Keel," "we," "us," or "our") and the entity or individual entering into this agreement ("Customer," "you," or "your"). These Terms govern your access to and use of the Platform (defined below) and any other services we provide. By accessing the Platform, by clicking "I accept" when prompted, or by executing an order form that references these Terms, you agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent that you have authority to bind that organization.
If you do not agree to these Terms, do not access the Platform.
Subject to these Terms and to the timely payment of fees, Keel grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Platform solely for Customer's internal business purposes and the administration of benefits programs for Plan Participants.
Customer is responsible for the security of all credentials issued to its Users and for all activity that occurs under Customer's account. Customer will require its Users to use multi-factor authentication where Keel makes it available, will promptly deactivate credentials of Users who no longer require access, and will notify Keel without unreasonable delay at [email protected] of any suspected unauthorized access.
Customer will not, and will not permit any third party to: (a) sell, resell, license, sublicense, distribute, rent, or lease the Platform; (b) modify, copy, or create derivative works based on the Platform; (c) reverse engineer, disassemble, or decompile the Platform, or attempt to derive its source code, except to the extent applicable law prohibits this restriction; (d) interfere with or disrupt the integrity or performance of the Platform; (e) attempt to gain unauthorized access to the Platform or its related systems; (f) use the Platform for competitive analysis or benchmarking; or (g) remove or alter any proprietary notices.
Customer will pay the fees set out in each Order Form. Unless an Order Form states otherwise, fees are invoiced annually in advance and are due net thirty (30) days from the invoice date. Fees are stated and payable in United States Dollars. Late payments accrue interest at the lower of one and one-half percent (1.5%) per month or the maximum rate permitted by law.
Fees are exclusive of any sales, use, value added, excise, or similar taxes. Customer is responsible for all such taxes (other than taxes based on Keel's net income).
Subscription fees are based on the number of Plan Participants, Users, and modules specified in the Order Form. If actual usage exceeds the levels specified, Keel may invoice Customer for the excess at the rates listed in the Order Form or, if none, at Keel's then-current list rates.
Customer will notify Keel of any invoice dispute in writing within thirty (30) days of the invoice date. Undisputed amounts remain due in accordance with these Terms while the parties work in good faith to resolve a dispute.
As between the parties, Customer owns all right, title, and interest in and to Customer Data. Keel claims no ownership of Customer Data.
Customer grants Keel a worldwide, non-exclusive, royalty-free license during the Subscription Term to host, copy, transmit, display, and process Customer Data solely as necessary to provide the Platform, to perform the obligations and exercise the rights stated in these Terms (including any applicable BAA), to prevent or address security or technical issues, and to comply with law.
Keel will not use Customer Data to train any general-purpose machine learning model. Keel may use Customer Data only to (i) provide the Platform to Customer, (ii) develop, evaluate, and improve features specifically for Customer, and (iii) generate aggregated and de-identified Usage Data. Keel's subprocessors, including Anthropic, are contractually prohibited from using Customer Data submitted through the Platform to train their own models.
Keel may compile aggregated and de-identified data derived from Customer Data and may use that data for any lawful purpose, including the operation and improvement of the Platform, provided that the data does not identify Customer, any User, or any Plan Participant and cannot reasonably be re-identified.
Upon written request following termination or expiration, Keel will return Customer Data in a structured, commonly used, machine-readable format, or will destroy it, in each case in accordance with any applicable BAA. Keel may retain copies of Customer Data as required by law or as needed to enforce its rights under these Terms.
Customer is responsible for ensuring that its collection, use, and disclosure of Customer Data complies with all applicable laws and regulations, including HIPAA, state insurance laws, ERISA, the federal and state consumer privacy statutes, and any applicable industry rules. Customer represents that it has all rights and consents necessary for Keel to process Customer Data as contemplated by these Terms.
Customer is responsible for providing each Plan Participant with the notices required under HIPAA (including the Notice of Privacy Practices), under federal and state law, and under any applicable plan documents.
Customer is responsible for the accuracy, completeness, and timeliness of Customer Data submitted to the Platform. Keel is not responsible for outcomes that result from inaccurate or incomplete data provided by Customer or its Users.
Customer will provide the cooperation reasonably required for Keel to perform under these Terms, including timely responses to questions about Customer's benefits programs, plan documents, broker arrangements, and carrier relationships.
Keel is a software platform. Keel is not an insurance carrier, insurance broker, insurance agent, or third-party administrator, and Keel does not sell, underwrite, or hold any license to sell or underwrite insurance. Where a Plan Participant elects coverage through the Platform, the policy of insurance is issued by, and the contractual relationship is between, the Plan Participant (or sponsoring employer) and the carrier. The producer of record for any policy elected through the Platform remains with the brokerage that engaged Keel, unless the parties agree otherwise in writing.
Recommendations generated by the Platform, including any plan recommendations, eligibility determinations, or financial projections, are decision-support outputs only. They do not constitute insurance advice, legal advice, tax advice, or actuarial certifications. Plan Participants and Customer should consult licensed professionals where appropriate.
The Platform includes AI-driven features, including the AI counselor known as Amanda, that interact with Plan Participants by voice, text, video, and chat. AI outputs are probabilistic and may contain errors, omissions, or inaccuracies. Customer acknowledges and agrees that:
Customer will not use the Platform to:
Keel may, with reasonable notice where practicable, suspend Customer's access to the Platform if Keel reasonably believes Customer is in material breach of this Section 9 or that suspension is necessary to protect the security, availability, or integrity of the Platform.
Keel and its licensors retain all right, title, and interest in and to the Platform, the Documentation, and all related software, designs, models, prompts, and improvements. No rights are granted to Customer other than as expressly stated in these Terms.
If Customer submits suggestions, ideas, or feedback about the Platform, Keel may use that feedback for any purpose without restriction or compensation. Customer is not required to submit feedback.
During the Subscription Term, Customer grants Keel a non-exclusive, royalty-free license to use Customer's name and logo in customer lists, on Keel's website, and in marketing collateral. Customer may revoke this permission by emailing [email protected].
"Confidential Information" means any non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Customer Data is Customer's Confidential Information. The Platform, Documentation, security materials, and pricing are Keel's Confidential Information.
The Recipient will (i) use Confidential Information only as necessary to exercise its rights and perform its obligations under these Terms, (ii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature and importance (but no less than reasonable care), and (iii) limit access to Confidential Information to its employees, contractors, advisors, and Affiliates who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section 11.
Confidential Information does not include information that the Recipient can document was (a) publicly known without breach of these Terms, (b) known to the Recipient without restriction before receipt, (c) received from a third party without breach of any duty of confidentiality, or (d) independently developed without use of or reference to the Discloser's Confidential Information.
Keel will use commercially reasonable efforts to provide Platform availability of at least 99.9% measured monthly, excluding scheduled maintenance and force majeure events. The full Service Level Agreement, including remedies for missed availability targets, is published at trust.keel.com/sla and is incorporated by reference.
Keel provides Customer with support during U.S. business hours via email at [email protected] and through the in-Platform help center. Customers on Keel's Premium plan or higher receive access to a named customer success manager.
These Terms commence on the date Customer first accepts them and continue until all Subscription Terms have expired or been terminated.
Either party may terminate these Terms or an affected Order Form upon written notice if the other party (a) materially breaches the Terms and fails to cure the breach within thirty (30) days after receiving written notice of the breach, or (b) becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver or trustee appointed for its business.
On termination, Customer's right to access the Platform ends. Customer remains liable for fees accrued before termination. Sections that by their nature should survive termination (including Sections 5.5, 10, 11, 14, 15, 16, 17, and 19) will survive.
Each party warrants that (a) it has the full power and authority to enter into and perform these Terms and (b) its performance will not violate any agreement or obligation to a third party.
Keel warrants that during the Subscription Term (i) the Platform will materially perform as described in the Documentation and (ii) Keel will implement and maintain administrative, physical, and technical safeguards consistent with the security overview published at trust.keel.com. Customer's exclusive remedy for breach of this warranty is, at Keel's option, repair or replacement of the affected feature or refund of the unused portion of prepaid fees attributable to the affected feature.
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." KEEL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. KEEL DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS, OR THAT AI-GENERATED OUTPUT WILL BE ACCURATE OR COMPLETE.
EXCEPT FOR (A) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 16, (B) CUSTOMER'S PAYMENT OBLIGATIONS, (C) A PARTY'S BREACH OF SECTION 11 (CONFIDENTIALITY), AND (D) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW: (I) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES; AND (II) EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
The parties acknowledge that the limitations in this Section 15 are an essential basis of the bargain and would apply even if a stated remedy fails of its essential purpose.
Keel will defend Customer against any third-party claim alleging that the Platform, as provided by Keel and used in accordance with these Terms and the Documentation, infringes a valid United States patent, copyright, or trademark of the third party, and will pay any damages finally awarded against Customer (or amounts in settlement approved by Keel) attributable to such a claim. Keel will have no obligation under this Section 16.1 for claims arising from (i) use of the Platform in combination with software, hardware, or data not provided by Keel where the claim would not have arisen but for the combination, (ii) modifications to the Platform not made by Keel, (iii) Customer Data, or (iv) Customer's use of the Platform after Keel has notified Customer to discontinue use due to such a claim.
If a covered claim is made or Keel reasonably believes a claim is likely, Keel may, at its option and expense, (a) procure for Customer the right to continue using the Platform, (b) modify the Platform to make it non-infringing, or (c) terminate the affected Subscription Term and refund any prepaid, unused fees.
This Section 16.1 states Keel's sole liability and Customer's exclusive remedy for any claim of intellectual property infringement by the Platform.
Customer will defend Keel against any third-party claim arising from (i) Customer Data, (ii) Customer's or its Users' breach of these Terms or violation of applicable law, (iii) Customer's use of the Platform in combination with software, hardware, or data not provided by Keel, or (iv) any allegation that Customer lacked authority to direct Keel's processing of Customer Data, and will pay any damages finally awarded against Keel (or amounts in settlement approved by Customer) attributable to such a claim.
The indemnification obligations in this Section 16 are conditioned on the indemnified party (a) promptly notifying the indemnifying party in writing of the claim, (b) giving the indemnifying party sole control of the defense and settlement (provided that the indemnifying party will not settle a claim in a way that imposes obligations on the indemnified party without its consent), and (c) cooperating with the indemnifying party at the indemnifying party's expense.
These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Before initiating arbitration, the parties will attempt in good faith to resolve any dispute informally by giving the other party written notice describing the dispute and the requested relief. The parties will then attempt to resolve the dispute through good-faith discussions for at least sixty (60) days before initiating arbitration.
Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform that is not resolved under Section 17.2 will be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration will be conducted by a single arbitrator in San Francisco, California, in English. The arbitrator's decision is final and may be entered as a judgment in any court of competent jurisdiction. Each party will bear its own costs and attorney fees, except that the arbitrator may award the prevailing party reasonable attorney fees if the arbitrator determines that a claim or defense was frivolous.
To the extent permitted by law, the parties waive any right to participate in a class action, collective action, or representative action against the other party, and the arbitrator may not consolidate the claims of more than one party. You may opt out of the arbitration agreement and class action waiver by sending written notice to [email protected] within thirty (30) days after you first accept these Terms. The notice must include your name, your organization, and a clear statement that you opt out of the arbitration agreement in Section 17.
Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information, without first complying with Sections 17.2 or 17.3.
Notices to Keel must be sent in writing to Keel Technologies, Inc., Attention: Legal, 548 Market Street, Suite 36107, San Francisco, CA 94104, with a copy to [email protected]. Notices to Customer may be sent to the contact information in Customer's most recent Order Form or to the administrator email associated with Customer's Platform account. Notices are deemed received (i) on personal delivery, (ii) one business day after delivery by an overnight courier with tracking, (iii) three business days after deposit in the United States mail, postage prepaid and certified or registered, or (iv) on confirmed delivery by email.
These Terms, together with all Order Forms, any BAA, and the Documentation referenced in these Terms, constitute the entire agreement between the parties regarding the Platform and supersede all prior or contemporaneous agreements or understandings on that subject. In the event of a conflict, the order of precedence is: BAA, Order Form, these Terms, the Documentation.
Neither party may assign or transfer these Terms without the other party's prior written consent, except that either party may assign these Terms in connection with a merger, reorganization, acquisition, or sale of all or substantially all of its assets, on written notice. Any other purported assignment is void.
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid or unenforceable provision will be enforced to the maximum extent permitted by law.
A party's failure to enforce a provision of these Terms will not constitute a waiver of that provision or of any other right under these Terms.
The parties are independent contractors. These Terms do not create any partnership, joint venture, employment, or agency relationship.
Neither party is liable for any delay or failure to perform (other than a payment obligation) caused by events beyond its reasonable control, including acts of God, labor disputes, internet outages, denial-of-service attacks, governmental actions, or epidemics.
Customer will comply with all applicable export and sanctions laws of the United States and other jurisdictions and will not access or use the Platform in violation of those laws.
The Platform is "commercial computer software" as defined in FAR 12.212 and DFARS 227.7202. Use by or for the United States Government is subject to the restrictions in these Terms.
Keel may update these Terms from time to time. If a change is material, Keel will notify Customer at least thirty (30) days in advance by email or in-Platform notice. Updates apply prospectively from the effective date. Customer's continued use of the Platform after the effective date of an update constitutes acceptance of the updated Terms.
Questions about these Terms should be sent to [email protected].