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Terms of Service

The published copy, generated from docs/legal/publish/02-terms-of-service.md. Every other Keyway document is linked at the bottom of this page.

This document is not in force yet.

It is a draft awaiting review, and it still carries 6 blanks that only the owner of the business can fill: [[EFFECTIVE DATE]], [[REGISTERED ADDRESS]], [[SUPPORT EMAIL]], [[BILLING BASIS]], [[SECURITY EMAIL]], [[LEGAL NOTICES EMAIL]].

It is published here so it can be read and corrected, not so it can be relied on. Nothing on this page is a contract until the blanks are filled and the review is signed off, and this notice disappears on the day the last blank is filled rather than when somebody remembers to remove it.

Keyway Terms of Service

Effective date: [[EFFECTIVE DATE]] Provider: Seibs Management Co LLC, a Florida limited liability company, of [[REGISTERED ADDRESS]] ("Keyway", "we", "us").

These terms govern keywaysuite.com, the Keyway store, your Keyway account and billing, and the Keyway Hosted service. The desktop software itself is licensed under the End User Licence Agreement, and where the two documents overlap in respect of the software, the licence agreement governs.

By creating an account, buying a subscription, or using the Hosted service, you agree to these terms.

1. Plain summary

Not the agreement; the sections below govern.

  • You buy tools one at a time and pay monthly. You can add and remove them.
  • Card payments are handled by Stripe. We never see your card number.
  • The price you signed up on stays yours. If we raise prices, the change applies to new customers, not to you.
  • We do not promise a level of uptime for the website or the store, and we do not promise one for Hosted.
  • If you stop paying, your data is not deleted. See the Refund and Cancellation Terms.

2. Your account

  1. You must be able to enter a binding contract, and if you sign up for a business you must be able to bind it.
  2. Keep your account details accurate, and keep your credentials secure.
  3. You are responsible for what the people in your organisation do with your account. The Software supports per-user accounts with roles, optional single sign-on through Microsoft 365 or Google, and time-based one-time-password two-factor authentication. It does not require you to use them.
  4. Tell us promptly at [[SUPPORT EMAIL]] if you believe an account has been compromised.

3. What we sell, and how it is priced

3.1 A-la-carte modules

You buy individual tools. Some are priced per seat and some per organisation. Packages group several tools at a package price. Your monthly total moves with what you have selected.

[[BILLING BASIS]]

3.2 Seats

Where a line is priced per seat, a seat is an active person in your organisation who can sign in. Deactivated people, people invited but not yet accepted, service accounts and external portal contacts do not consume a seat.

Seats are billed by seat-days, not by a snapshot on one day and not by the highest number reached. Your billable seat count for a period is the average daily count, rounded up. A small, brief overage is not billed at all: below a threshold set in your price book, extra seat-days are free.

You are never locked out to enforce a seat count. Adding a person past your included seats succeeds; you get a warning in the application and one email to your billing contact per period, and the extra seats appear on the invoice. If you want a hard limit you can set one yourself, and reaching it stops new users being created rather than stopping anyone working.

3.3 Usage allowances

Some tools include an allowance of metered work, for example transcription minutes on a cloud transcription path or inference credits.

  • Allowances reset at the start of each billing period and do not roll over.
  • A tool added mid-period contributes a proportion of its allowance for the days remaining. A tool removed mid-period contributes nothing further and you keep what you have already used.
  • We notify at 80% and 100% of an allowance. Notification does not stop anything.
  • We do not cut you off mid-job. There is no default hard cap. You may set one for your own budget control; when you do and it is reached, only the metered part of that tool becomes read-only, and the rest of the tool keeps working.
  • Usage beyond an allowance is charged at the overage rate in your pinned price book.

3.4 Minimum invoice

A minimum monthly invoice amount may apply, as set out in your price book at signup. It is not a platform fee and it is not charged in addition to your subscription; it is a floor.

4. Price cohorts, and what you are pinned to

This is unusual and we intend to keep it, so it is stated as a term rather than a policy.

  1. At signup, your organisation is pinned to a specific, immutable version of the price book. Every price, discount, included seat count and included allowance you are charged or granted is read from that version.
  2. We may publish a new price book at any time. It does not touch you. A new version applies to customers who sign up after it, and to you only if you agree in writing to move.
  3. This includes included seat counts and allowances, not just prices. If a later cohort includes fewer seats in a package, yours does not change.
  4. We may close a cohort to new signups. Closing a cohort does not affect anyone already pinned to it.
  5. If your pin is ever changed, it is recorded with a reason and an approver, and there is no automatic path that changes it. Adding a module years later gets you your original cohort's prices.

5. Trials

  • A free trial runs for 14 days with full functionality, not a reduced tier.
  • Metered allowances during a trial are a share of the paid allowance rather than unlimited.
  • At the end of a trial with no payment method, your tools become read-only. Nothing is deleted. If you subscribe three months later, everything is where you left it.
  • A trial organisation is pinned to the price book live at signup, and converting does not change the pin.

6. Billing and payment

6.1 Stripe

Payments are processed by Stripe. When you pay, you give your card details to Stripe, not to us. Card numbers never reach Keyway and we do not store them. Stripe's terms and privacy policy apply to their handling of your payment information.

6.2 Billing cycle

Subscriptions are billed monthly in advance, with metered usage and seat adjustments settled at the end of each period. Charges are in US dollars unless your Order says otherwise.

6.3 Changing your subscription

  • Adding a tool mid-period is prorated for the days remaining.
  • Removing a tool mid-period produces a proration credit against your next invoice. It is not a cash refund.
  • Seat changes prorate the same way.
  • Changing residency takes effect at the start of the next period, because moving between residencies is a data migration with a date rather than a toggle.
  • Any volume discount is recalculated at the same moment as the change, so your invoice reflects the basket you actually hold.

6.4 Taxes

Prices exclude sales, use, VAT, GST and similar taxes. You are responsible for those, except taxes on our income.

6.5 Late payment

If a payment fails we will retry and contact you. The software keeps working with a banner for 20 days. From day 21 it becomes read-only until payment succeeds. Nothing is deleted at any point.

We may suspend the store, the portal and the Hosted service for non-payment after written notice. We may charge interest on overdue amounts at the lower of 1.5% per month and the maximum the law allows.

7. Acceptable use

You may not use the website, the store, the account, or the Hosted service to:

  1. break the law, including recording, wiretap and privacy law;
  2. process data you have no right to process;
  3. circumvent licensing, entitlement checks or usage metering, or to help anyone else do so;
  4. resell, sublicense or provide the service to third parties, unless we have agreed in writing;
  5. attack, overload, probe or scan our systems, or attempt to access another customer's data;
  6. scrape the store or the website other than through interfaces we publish;
  7. upload malware, or content that infringes someone else's rights;
  8. generate, with the product's automated features, material that is unlawful.

We may investigate suspected breaches and may suspend an account where a breach threatens other customers, our systems, or someone's safety. Where practical we will tell you first.

Security reports are welcome at [[SECURITY EMAIL]]. Good-faith research reported to us privately, without accessing another customer's data and without degrading the service, is not a breach of these terms.

8. Availability

We do not make an uptime commitment. No service level agreement applies to the website, the store, the licensing service, the portal or the Hosted service. We aim to keep them available and we may take them down for maintenance, sometimes without notice.

Two things reduce what an outage costs you, and both are properties of the product rather than promises about our infrastructure:

  • The desktop software does not depend on us being reachable. A licence is valid for 30 days and carries a further 14 days of grace, so an outage on our side does not stop you working.
  • Renewal has an offline path that needs no connection to us at all from your premises.

9. The Hosted service

This section applies only if you have bought the Hosted residency.

  1. Where it runs. Hosted runs on Amazon Web Services in the United States, region us-east-2.
  2. Data processing. When we host your data we process it on your instructions as your processor. The Data Processing Addendum applies and forms part of these terms for Hosted customers.
  3. Retention of audio. Recorded audio in Hosted is retained for 90 days by default. Longer retention is available as a paid option. Transcripts are kept for as long as your retention settings say.
  4. Leaving. You can export everything at any time, at no charge, and move to Office or Solo. After a migration or termination, your Hosted tenant is retained for 30 days and is then purged on request, with a deletion record per object.
  5. Availability. Section 8 applies. No service level is offered.

10. Third-party services you connect

The product lets you connect services you already hold, and lets you supply your own keys.

  • Your mailbox. If you connect a Microsoft 365 or Google mailbox, mail is sent through your provider using your credential. Nothing is relayed through us and we keep no copy of the message.
  • Inference providers. Features that need a language model can run on a model on your own machine or network, or reach a provider you configure. Where you supply your own key, your relationship is with that provider.

Your use of those services is governed by their terms. We are not responsible for them, and connecting them may send data to them that would otherwise stay on your machine. The Privacy Policy says exactly what.

11. Intellectual property

We own the Software, the website, the store and everything in them, other than your data and your content. You own your data. Feedback you send us may be used without obligation or attribution.

12. Suspension and termination

  1. You may cancel at any time. See the Refund and Cancellation Terms.
  2. We may suspend or terminate your account for material breach of these terms that is not cured within 30 days of notice, immediately for a breach of section 7 that threatens others, or for non-payment as set out in section 6.5.
  3. On termination, your data is not deleted by us. In Solo and Office it is on your own equipment and always was. In Hosted it is retained for 30 days for export and then purged on request.
  4. Any fees owed up to termination remain payable.

13. Warranty disclaimer

The website, the store, the portal and the Hosted service are provided "as is" and "as available" without warranty of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant uninterrupted or error-free operation.

We hold no SOC 2 report and have not commissioned an independent penetration test. We describe our controls on request and do not describe them as certification.

14. Limitation of liability

To the maximum extent permitted by law:

  1. Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, business, goodwill or data.
  2. Our aggregate liability arising out of or relating to these terms is limited to the fees you paid us in the 12 months before the event giving rise to the claim.
  3. These limits do not apply to your payment obligations, to either party's fraud or wilful misconduct, or to liability that cannot be limited by law.

15. Indemnity

You will defend and indemnify us against third-party claims arising from your use of the service in breach of section 7, from data you process without the right to do so, and from your failure to comply with recording law.

16. Changes to these terms

We may change these terms. We will post the new version with a new effective date and, for changes that materially reduce your rights, we will give at least 30 days' notice to your billing contact before they take effect. Continuing to use the service after that means you accept them. A change to these terms never changes your price cohort under section 4.

17. General

  • Governing law. [[GOVERNING LAW: STATE]], without regard to conflict of laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
  • Venue. [[VENUE: COUNTY, STATE]].
  • Notices. To us at [[LEGAL NOTICES EMAIL]]. To you at the email on your account.
  • Assignment. As in the licence agreement section 15.
  • Force majeure. Neither party is liable for delay caused by events outside its reasonable control, other than payment obligations.
  • Entire agreement, severability, no waiver. As in the licence agreement section 15.
  • EU and UK customers. If you are established in the EU or the UK, mandatory local consumer and data protection rights are unaffected by these terms, the governing law clause does not deprive you of the protection of your local law, and the Data Processing Addendum applies to Hosted with the standard contractual clauses attached.