KeyClose Terms of Service and Subscription Agreement

Last updated: [date] · Version: 1.0

These Terms of Service and Subscription Agreement (the "Agreement") are between [Spliice Digital legal name], a [corporation / sole proprietorship] with its office at [address], Calgary, Alberta ("Spliice Digital", "we", "us"), and the person or business that signs up for or uses KeyClose (the "Customer", "you"). If you accept on behalf of a business, such as a brokerage or a team, you confirm that you are authorised to bind it.

You accept this Agreement when you sign an Order Form that refers to it, tick a box or click a button that says you agree, or use the Service. If you don't agree, don't use the Service.

1. Definitions

• Service: KeyClose, the hosted real-estate business software described in your Order Form, including its websites, installable phone app, features, updates and documentation.
• Order Form: the quote, sign-up page or invoice that sets out your plan, number of users, fees and start date.
• User: a person you allow to sign in to the Service under your account, such as an agent or assistant.
• Customer Data: everything you or your Users put into the Service: client and lead records, notes, deals, documents, receipts, financial entries, photos and files.
• Personal Information: information about an identifiable individual, as defined in Alberta's Personal Information Protection Act ("PIPA") and the federal Personal Information Protection and Electronic Documents Act ("PIPEDA").
• Subprocessor: a third-party provider we use to host or run parts of the Service, listed in Schedule B.

2. The Service

2.1 Access. Subject to this Agreement and payment of the fees, we give you a non-exclusive, non-transferable right during the subscription term to use the Service for your own business, for the number of Users in your Order Form.

2.2 Plans and setup. Your Order Form names your plan. On KeyClose Standard there is no setup fee: we create a sign-in for each User, and you bring in your own data with the Service's import tools. On Your brand we also configure the Service for your business for a one-time setup fee per User (your name, logo and colours, deal stages, commission rules and categories, and bringing in your starting data), as described on the Order Form. Setup is complete when we tell you your account is ready. You may move from Standard to Your brand at any time by paying the setup fee for your Users at the rates then in effect; your Customer Data carries over.

2.3 Changes to the Service. We improve the Service over time and may change or remove features. We won't make a change that materially reduces the core features you pay for (client and deal tracking, financials and receipts) during a paid term without at least 30 days' notice. If such a change affects you badly, you may cancel and receive a pro-rated refund of prepaid fees for the unused time.

2.4 Custom work. Changes and add-ons beyond the standard Service are quoted separately before we start and are governed by this Agreement.

2.5 Canada only. The Service is offered only to individuals who live in Canada and businesses that operate in Canada. By accepting this Agreement you confirm that you, and each User you add, meet this requirement, and you will tell us promptly if that changes. We may refuse or end a subscription that doesn't meet it, refunding prepaid fees for the unused time. Until a French version of this Agreement is available, the Service is not offered to customers in Quebec.

2.6 Beta features. Features marked "beta", "preview" or "demo" are provided as-is, may change or stop, and are not covered by the service levels in Schedule A.

3. Accounts and security

3.1 Users. Each User needs their own sign-in. Sign-in details must not be shared. You are responsible for your Users and everything done under your account.

3.2 Your security duties. Keep sign-in details private, use a strong password or a sign-in provider with two-step verification, and tell us at [support email] without delay if you suspect unauthorised access or lose a device that is signed in.

3.3 Our security duties. We use reasonable administrative, technical and physical safeguards suitable for the sensitivity of the information. These include encryption in transit (HTTPS) and at rest, access rules so each account sees only its own data, limited staff access, and regular backups. Schedule C has more detail.

4. Your data

4.1 You own your data. As between you and us, you own Customer Data. We claim no ownership of it.

4.2 Our permission to use it. You give us a limited permission to host, copy, process and display Customer Data only as needed to provide, secure, support and improve the Service, and as required by law. We do not sell Customer Data or use it to advertise to your clients.

4.3 Aggregate information. We may use de-identified, aggregated information about how the Service is used (for example, which features are used most) to run and improve the Service. It will not identify you, your Users or your clients.

4.4 Export. You can export your data at any time with the Service's export tools (CSV or Excel, including a full backup workbook) and download receipts and year-end packages. If a tool can't produce what you need, ask us and we will help at no charge for a reasonable request.

4.5 Your responsibility for content. You are responsible for the accuracy and legality of Customer Data, and for having the right to collect it and put it in the Service, including any consent or notice your clients are owed (see section 9).

5. Acceptable use

You and your Users must not:

1. use the Service to break any law, including anti-spam law (CASL), privacy law, the Real Estate Act (Alberta) or the rules of the Real Estate Council of Alberta (RECA);
2. upload Social Insurance Numbers, banking or credit-card numbers, government ID numbers or health information, except in a field the Service provides specifically for that purpose;
3. upload malware, or try to get around security, probe or overload the Service, or access another customer's data;
4. copy, resell, rent, sublicense or reverse-engineer the Service, except where the law allows it despite this restriction;
5. use the Service to build a competing product; or
6. use automated tools to scrape the Service.

We may suspend access that breaks this section (see section 11.3).

6. Fees and payment

6.1 Fees. You agree to pay the fees in your Order Form. Unless it says otherwise: setup is a one-time fee charged when you order, and hosting is charged per User per month in advance. [Standard pricing at the time of writing: setup $500 per agent; hosting $149 per agent per month, with volume rates from 5 agents.]

6.2 Taxes. Fees are in Canadian dollars and exclude sales taxes. Where we are required to collect them, we add GST or HST, and any provincial sales tax that applies (such as PST or QST), based on the province of your billing address.

6.3 Payment. You authorise us, through our payment processor, to charge your payment method on each billing date. Invoices paid by other means are due within [15] days.

6.4 Late payment. If a payment is more than [15] days late, we may suspend the Service after giving you at least 7 days' written notice. Your data is not deleted during a suspension for non-payment.

6.5 Price changes. We may change prices for a renewal term by giving at least 30 days' notice. Price changes never apply part-way through a term you have prepaid.

6.6 Refunds. Setup fees are non-refundable once setup has started. Monthly fees are not refunded for partial months, except as set out in sections 2.3 and 12.4 and in Schedule A (service credits).

7. Third-party services

7.1 The Service connects to services run by others, such as sign-in with Google, e-signature with DocuSign, payment processing, City of Calgary and City of Edmonton open data for maps, and the providers in Schedule B. Your use of a third-party service you sign up for yourself, such as your own DocuSign account, is governed by that provider's terms.

7.2 Map data includes © OpenStreetMap contributors, City of Calgary open data and City of Edmonton open data, used under their open licences.

8. Professional, tax and legal content

8.1 Not professional advice. The Service includes tools such as commission forecasts, a tax and GST summary, year-end packages and document templates. They help you organise your business. They are not legal, tax, accounting or real-estate advice. Forecasts are estimates.

8.2 Tax figures. Tax and GST summaries are estimates based on what you enter and common CRA rules. Confirm them with your accountant before filing. You are responsible for your tax filings and for keeping records for as long as CRA requires (generally six years).

8.3 Documents and forms. Templates are samples. Before you use any document with a client, use your brokerage's approved forms or have the wording approved by your broker or a lawyer.

8.4 Brokerage records. The Service is not your brokerage's official record-keeping system. You remain responsible for your obligations to your brokerage and under the Real Estate Act and RECA rules, including record keeping and retention.

8.5 Voice features. Voice entry uses the speech recognition built into your phone or browser (Apple or Google). What you say is processed by that provider under its own terms and does not pass through us. "Read my day" sends the text of a short summary of your day (it includes client names, deadlines and next steps) to our text-to-speech provider (Schedule B) to create audio. The text is not stored by us and is used only to create the audio. You can avoid this by not using the feature.

9. Privacy and personal information

9.1 Roles. For Personal Information about your clients and leads, you are the organisation responsible under PIPA and PIPEDA. We act as your service provider: we process that information only on your instructions, for the purpose of providing the Service. Our own handling of information about you and your Users (account and billing details) is described in our Privacy Policy at [link].

9.2 Our commitments. For Personal Information in Customer Data, we will:

1. process it only to provide the Service, under this Agreement and your documented instructions;
2. keep it confidential, and make sure our staff and contractors with access are bound by confidentiality;
3. protect it with the safeguards in section 3.3 and Schedule C;
4. use only the Subprocessors in Schedule B, hold each to written data-protection terms at least as protective as these, and give you at least 30 days' notice before adding or replacing one that stores Customer Data, so you can object or cancel;
5. help you, at no extra charge for reasonable requests, to answer individuals who ask to see or correct their information, and to meet your legal obligations;
6. notify you of a security breach involving your Customer Data as set out in section 9.4; and
7. delete or return Customer Data when the Agreement ends (section 12.5).

9.3 Storage outside Canada. Some Subprocessors store or process Customer Data outside Canada, mainly in the United States. Schedule B lists each one, where it operates, and what it handles. Information stored outside Canada may be accessible to courts, law-enforcement and national-security authorities of that country under its laws.

Alberta PIPA requires an organisation that uses a service provider outside Canada to give individuals notice when it collects their information, including how they can get written information about its policies for providers outside Canada and who can answer their questions. You are responsible for giving that notice to your clients and leads (for example, in your privacy notice or engagement letter). We will give you suggested wording on request, and an up-to-date Schedule B to share.

[Option, if the client copy is hosted in Canada: "Your primary database, file storage and backups are hosted in Canada (AWS Canada (Central), Montréal). Only the services marked in Schedule B process data outside Canada."]

9.4 Security incidents. If we confirm unauthorised access to, or loss or disclosure of, your Customer Data, we will notify you without undue delay, and within 72 hours of confirming it where possible. We will tell you what we know (what happened, what data, what we are doing), keep you updated, and take reasonable steps to contain it. Under PIPA, the organisation in control of the information (you) decides whether there is a real risk of significant harm and notifies the Information and Privacy Commissioner of Alberta and affected individuals. We will give you the information and help you need to do that.

9.5 Law-enforcement requests. If we receive a legal demand for your Customer Data, we will redirect the requester to you where we can. We will notify you before disclosing anything unless the law forbids it.

10. Confidentiality

Each party may receive the other's non-public information, including Customer Data, our pricing, our software and security details. Each party will use the other's confidential information only for this Agreement, protect it with at least reasonable care, and share it only with people who need it and are bound to keep it confidential. This does not apply to information that is public through no fault of the receiving party, that it already had or got lawfully from someone else, or that it developed independently. A party may disclose confidential information when the law requires, after giving notice where allowed.

11. Term, renewal and suspension

11.1 Term. The subscription starts on the date in your Order Form and runs [month to month / for the term stated]. It renews automatically for the same period unless either party gives notice of non-renewal before the renewal date ([30] days for annual terms; any time before the next billing date for monthly terms).

11.2 Cancelling. You can cancel a monthly subscription at any time; it ends at the end of the current paid month.

11.3 Suspension. We may suspend all or part of the Service immediately, and without liability, if it is needed to stop a security threat, a serious breach of section 5, or harm to the Service or other customers. We will notify you as soon as practical, limit the suspension to what is necessary, and restore access when the issue is resolved.

12. Termination

12.1 For breach. Either party may terminate this Agreement if the other materially breaches it and doesn't fix the breach within 30 days of written notice (10 days for non-payment).

12.2 Insolvency. Either party may terminate if the other becomes bankrupt or insolvent, or ceases business, to the extent the law allows.

12.3 Effect. When the Agreement ends, your right to use the Service stops and unpaid fees for the period before termination become due.

12.4 Refund on our breach. If you terminate because of our uncured material breach, we refund prepaid fees for the unused part of the term.

12.5 Your data at the end. For 30 days after the Agreement ends, you can still sign in and export your data (read-only), or ask us to provide a full export. After that we delete Customer Data from the live Service within a further 30 days. Copies in backups are deleted as the backups expire on their normal cycle (currently within [7] days). We may keep records we are legally required to keep, such as invoices, and they stay subject to section 10.

12.6 Survival. Sections 4, 6 (for amounts owed), 8, 9, 10, 12.5, 13, 14 and 16 survive the end of this Agreement.

13. Warranties, disclaimers and liability

13.1 Our warranty. We will provide the Service with reasonable skill and care, substantially as described in its documentation, and in line with Schedule A. If it doesn't, tell us, and we will work to fix it. If we can't within a reasonable time, either party may terminate the affected subscription and we will refund prepaid fees for the unused time. Together with the service credits in Schedule A, this is your exclusive remedy for a breach of this warranty.

13.2 Disclaimer. Except as stated in this Agreement, and to the fullest extent the law allows, the Service is provided "as is" and "as available". We make no other warranties or conditions, express or implied, including merchantability, fitness for a particular purpose, uninterrupted or error-free operation, or the accuracy of forecasts, estimates or third-party data.

13.3 Exclusion of indirect losses. Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost commissions, lost deals, lost business or reputational harm, even if told they were possible.

13.4 Cap. Each party's total liability arising out of or relating to this Agreement is limited to the fees you paid or owed for the Service in the 12 months before the event giving rise to the claim.

13.5 Exceptions. Sections 13.3 and 13.4 do not limit: your obligation to pay fees; either party's liability for fraud, wilful misconduct or gross negligence; either party's indemnity obligations under section 14; or liability that cannot be limited by law. For our breach of section 9 or section 10, the cap in 13.4 is [two] times the amount stated there.

14. Indemnities

14.1 By us. We will defend you against a third-party claim that the Service, used as permitted, infringes that party's Canadian intellectual-property rights, and pay the resulting damages and costs finally awarded or agreed in settlement. If such a claim is made or likely, we may get you the right to keep using the Service, change it so it doesn't infringe, or end the affected subscription and refund prepaid fees for the unused time. This does not apply to claims caused by Customer Data, your changes, or use with things we didn't provide.

14.2 By you. You will defend us against a third-party claim arising from Customer Data, from your or your Users' breach of section 5 or of privacy or anti-spam law, or from your dealings with your clients, and pay the resulting damages and costs finally awarded or agreed in settlement.

14.3 Process. The party seeking defence must notify the other promptly, let it control the defence and settlement (no settlement may admit fault for the other party without its consent), and give reasonable help at the defending party's cost.

15. Intellectual property and feedback

15.1 We and our licensors own the Service, its software, design, documentation and trademarks (including "KeyClose" and "Spliice"). Except for the rights expressly granted in this Agreement, no rights pass to you.

15.2 If you send ideas or suggestions about the Service, we may use them without obligation to you.

16. General

16.1 Governing law. This Agreement is governed by the laws of Alberta and the federal laws of Canada that apply there. The parties submit to the courts of Alberta, sitting in Calgary.

16.2 Disputes. Before starting court proceedings (other than for urgent relief), the parties will try in good faith for 30 days to resolve a dispute by discussion between people with authority to settle it.

16.3 Changes to this Agreement. We may update this Agreement. We will give at least 30 days' notice by email or in the Service of changes that materially affect your rights. Changes take effect at your next renewal after the notice, or earlier if you accept them. If you don't agree, you may cancel before they take effect. Changes required by law may take effect sooner.

16.4 Notices. Notices to you go to the account email in your Order Form. Notices to us go to [legal or notice email] and [mailing address]. Email notice is effective when sent, unless a delivery failure is received.

16.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, widespread internet or power outages, failures of major cloud providers, war, labour action or government action. This does not excuse payment obligations. If such an event lasts more than 30 days, either party may terminate the affected subscription.

16.6 Assignment. Neither party may assign this Agreement without the other's consent, which won't be unreasonably withheld, except to a successor in a merger, reorganisation or sale of substantially all of the relevant business, with notice.

16.7 Independent parties. The parties are independent contractors. Nothing creates a partnership, agency or employment relationship.

16.8 Entire agreement and order of precedence. This Agreement, its Schedules and your Order Forms are the entire agreement on this subject. If they conflict, the Order Form wins, then the Schedules, then the body of this Agreement. Terms on your purchase orders do not apply.

16.9 Severability and waiver. If any part is unenforceable, the rest stays in effect. Not enforcing a right is not a waiver of it.

16.10 Electronic acceptance. This Agreement may be accepted and signed electronically, and an electronic copy is as valid as an original.

16.11 Language. The parties have required that this Agreement and all related documents be drawn up in English. Les parties ont exigé que la présente convention et tous les documents connexes soient rédigés en anglais.

Schedule A: Service levels

A1. Availability target. We aim to keep the Service available 99.5% of the time in each calendar month, measured at our servers. That allows about 3 hours and 39 minutes of unplanned downtime in a 30-day month.

A2. What counts as downtime. Downtime is any period of more than 5 consecutive minutes when Users cannot sign in to, or load or save data in, the core Service (clients and deals, financials and receipts), as confirmed by our monitoring or your report.

Downtime does not include:

1. planned maintenance, announced at least 48 hours ahead and scheduled where practical outside 7 a.m. to 9 p.m. Mountain Time on weekdays (no more than [4] hours a month);
2. emergency maintenance to fix an urgent security issue;
3. problems with your internet connection, devices, browser or settings, or with services you contract directly (such as your own DocuSign or Google account);
4. suspension under section 6.4 or 11.3;
5. beta features, and optional features that depend on a third party but don't stop core use, such as the "Read my day" voice, map data or speech recognition; and
6. force majeure events under section 16.5.

[Decision: outages of our own hosting providers (Schedule B) do count as downtime in this draft, because we chose them. Note that those providers give us no uptime guarantee on our current plans, so this target is backed by our credits, not theirs.]

A3. Service credits. If availability in a month falls below the target, you are entitled to a credit against the next month's hosting fee:

To claim a credit, email [support email] within 30 days after the end of the month, with the dates and times affected. Credits are capped at 25% of that month's hosting fee, have no cash value, and are applied to future invoices (or refunded if the Agreement has ended). Together with section 13.1, credits are your exclusive remedy for missing the availability target. Three months in a row below 97% also lets you terminate without penalty and receive a refund of prepaid fees.

A4. Support.

• How: email [support email]. [Phone or text support for Severity 1 at [number], if offered.]
• Hours: Monday to Friday, 9 a.m. to 5 p.m. Mountain Time, excluding Alberta statutory holidays. Severity 1 is handled outside these hours on a best-effort basis.

Response targets are goals, not guarantees. Service credits apply only to availability (A3).

A5. Backups and recovery.

• Database: backed up automatically every day and kept for [7] days. In a disaster we aim to restore the Service with data no older than 24 hours (recovery point) and within 1 business day (recovery time).
• Files (receipts, photos, documents): stored redundantly by our storage provider. [We also take a monthly copy of the database and files, kept for [12] months.] [Decision: daily database backups do not include stored files; schedule the monthly copy before go-live.]
• Your own copy: keep your own regular export using the Service's backup tool, especially before year-end and for records you must keep for six years.

A6. Status and notices. We will post or email notices of planned maintenance and of incidents affecting the Service, with updates until they are resolved.

Schedule B: Where your data is stored and processed

This list is current as of the "Last updated" date. We will give 30 days' notice of changes to providers that store Customer Data (section 9.2(4)).

If you would rather your Customer Data be stored only in Canada, ask us. The core database, files and backups can be hosted in Canada; the services marked United States above would still apply to the features that use them.

Schedule C: Security summary

1. Encryption: all traffic uses HTTPS (TLS). Databases, files and backups are encrypted at rest (AES-256) by our hosting providers.
2. Access control: each account can read and change only its own records, enforced in the database itself, not just in the app. Records are kept with a deletion date rather than erased immediately, so mistakes can be recovered.
3. Sign-in: through our sign-in provider, with optional sign-in with Google. [Two-step verification available / planned.]
4. Staff access: only the people who build and support the Service can reach production systems, using individual accounts with two-step verification, and only when needed for support, maintenance or security.
5. Software: the app's code is hosted with us rather than loaded from public code-delivery networks, and dependencies are kept up to date.
6. Monitoring and incidents: we watch provider status and errors and follow a written incident and breach plan (section 9.4).
7. Your part: strong passwords or Google sign-in with two-step verification, signing out of lost devices, and not storing the sensitive identifiers listed in section 5(2).