Legal
Terms of Use
Effective Date: June 17, 2025 | Last Revised: July 2026
1. Acceptance of Terms
These Terms of Use ("Terms") constitute a legally binding agreement between you ("the Broker") and Keynoro ("Keynoro", "we", "us") governing your access to and use of the Keynoro software and related services (collectively, the "Service").
By creating an account or using the Service, you confirm that you have read, understood, and agree to be bound by these Terms, together with Keynoro's Privacy Policy and Disclaimer, both of which are incorporated herein by reference.
If you do not agree to these Terms, do not use the Service.
2. Definitions
The following defined terms apply throughout these Terms:
- "Setup Fee" means a one-time fee charged to certain Brokers for custom configuration and deployment of a personalised Keynoro instance, where applicable and agreed in writing prior to commencement.
- "Credits" means prepaid units of value purchased by you and held in your Keynoro account balance, consumed as you use the Service.
- "User Content" means all documents, data, and information you upload to or generate within the Service, including client documents processed through the AI review function.
- "AI Output" means any document classification, filename, or document notes generated by the Service in response to User Content you upload.
- "Anthropic" means Anthropic PBC, the third-party provider of the Claude AI model used to power the Service.
- "Confidential Information" means non-public, proprietary, or sensitive information disclosed by one party to the other in connection with the Service.
3. Description of the Service
Keynoro is an AI-powered document review platform for licensed mortgage brokers. The Service enables you to upload client documents for automated classification, renaming, and note generation using Anthropic's Claude AI model, accessed via Keynoro's own API integration.
Keynoro is a productivity tool only. It does not provide mortgage advice, compliance guidance, legal advice, or regulatory determinations of any kind.
4. Eligibility
To use the Service, you must:
- Be a licensed mortgage broker or agent in good standing under the laws of your applicable Canadian province or territory
- Have the legal authority to enter into a binding agreement
- Be at least 18 years of age
By using the Service, you represent and warrant that you meet all of the above requirements.
5. Fees and Payment
5.1 Setup Fee (where applicable)
Certain Brokers may be subject to a one-time Setup Fee for custom configuration and deployment, agreed between you and Keynoro in writing prior to commencement. Where a Setup Fee applies:
- It is due in full prior to or upon commencement of configuration
- It is non-refundable once configuration has begun
- It does not include Credits consumed during use of the Service
Keynoro reserves the right to determine which engagements require a Setup Fee. Your agreed Setup Fee will not change after it has been confirmed in writing.
5.2 Prepaid Credits
All use of the Service is subject to a prepaid credit model. Credits must be purchased in advance and are consumed as you use the Service based on the volume and type of documents processed.
- Credits are non-refundable once consumed
- Your account must hold a positive credit balance to process documents
- Keynoro reserves the right to adjust credit pricing for new purchases at any time with reasonable notice
- If your payment fails or is reversed, Keynoro reserves the right to suspend your access to the Service
6. AI Processing — Keynoro's API
The Service uses Keynoro's own Anthropic API integration to process your documents. You are not required to provide an API key. Keynoro manages all AI infrastructure on your behalf as part of the Service.
Your documents are transmitted to Anthropic's Claude model for processing. This transmission is governed by Anthropic's terms of service and data handling policies, available at anthropic.com. You are responsible for independently reviewing and accepting Anthropic's terms before using the Service.
Keynoro is not responsible for the practices, availability, pricing, or performance of Anthropic or any other third-party service.
7. User Content and Licence Grant
You retain full ownership of all User Content. By uploading User Content to the Service, you grant Keynoro a limited, non-exclusive, royalty-free licence to transmit, process, and display your User Content solely as necessary to provide the Service to you — including transmitting documents to Anthropic's API for AI processing.
This licence is granted strictly for service delivery purposes. Keynoro does not use your User Content for training, profiling, or any commercial purpose beyond delivering the Service.
You represent and warrant that:
- You have all rights, consents, and permissions necessary to upload and process the User Content
- You have obtained your clients' informed consent to process their documents using AI-assisted tools
- Your User Content does not violate any applicable law or third-party rights
8. Acceptable Use
You agree to use the Service only for lawful purposes in connection with your legitimate mortgage brokerage activities. You must not:
- Use the Service to process documents for any purpose other than your own mortgage brokerage practice
- Share, sublicence, resell, or provide access to the Service to any third party
- Attempt to reverse-engineer, decompile, disassemble, or derive the source code, AI prompts, or workflows of the Service
- Upload documents you are not authorised to handle or for which you do not hold appropriate client consent
- Attempt to circumvent any security or access controls within the Service
- Use the Service in any way that violates applicable Canadian law, including privacy legislation
Keynoro reserves the right to suspend or terminate access immediately if it reasonably believes you are in breach of this section.
9. Intellectual Property
9.1 Keynoro's Property
The Service, including all software, code, design, workflows, AI prompts, and documentation, is and remains the exclusive intellectual property of Keynoro. These Terms do not transfer any ownership interest in the Service to you. You receive only a limited, non-exclusive, non-transferable, revocable licence to use the Service for your own mortgage brokerage purposes during the term of your engagement.
9.2 Your Data
You retain full ownership of all User Content and AI Outputs generated from it. Nothing in these Terms grants Keynoro any licence to use your data for any purpose beyond delivering the Service to you.
10. Confidentiality
Each party agrees to hold in confidence all Confidential Information disclosed by the other party and to use it only for the purposes of performing under these Terms. You agree not to disclose the specific configuration, pricing, or technical details of your Keynoro instance to third parties without Keynoro's prior written consent.
This obligation does not apply to information that is or becomes publicly known through no breach of these Terms, or that a party is required to disclose by law.
11. Privacy and Data Protection
Your use of the Service is subject to Keynoro's Privacy Policy, incorporated into these Terms by reference. The Privacy Policy sets out how Keynoro handles your information and your clients' documents, including commitments that apply to User Content.
12. No Warranty
The Service is provided on an "as is" and "as available" basis. To the fullest extent permitted by applicable law, Keynoro expressly disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement.
Keynoro does not warrant that:
- The Service will be error-free, uninterrupted, or available at any particular time
- AI Outputs will be accurate, complete, or suitable for any specific professional or regulatory purpose
- The Service will meet your compliance or licensing obligations
You are solely responsible for verifying all AI Outputs before relying on them for any professional purpose.
13. Limitation of Liability
To the fullest extent permitted by applicable law, Keynoro's total aggregate liability to you for any claim arising out of or related to these Terms or the Service — whether in contract, tort, negligence, or otherwise — shall not exceed the greater of: (a) the Setup Fee paid by you to Keynoro, where applicable; or (b) the credit balance held in your Keynoro account at the time the claim arises.
Keynoro shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of revenue, loss of data, regulatory penalties, reputational harm, or client loss, even if Keynoro has been advised of the possibility of such damages.
Nothing in these Terms limits Keynoro's liability for fraud, wilful misconduct, or any liability that cannot be excluded under applicable British Columbia or Canadian law.
14. Indemnification
You agree to indemnify, defend, and hold harmless Keynoro and its officers, directors, employees, and contractors from and against any claims, losses, damages, penalties, fines, or expenses (including reasonable legal fees) arising from:
- Your User Content, including any claim that it infringes third-party rights or was uploaded without proper consent
- Your breach of any provision of these Terms
- Your failure to comply with applicable privacy, mortgage brokerage, or other laws
- Any claim by a third party, including your clients, arising from your use of AI Outputs
15. Term and Termination
15.1 Term
These Terms take effect when you first access or use the Service and continue until terminated by either party.
15.2 Termination for Cause
Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure that breach within thirty (30) days of receiving written notice. Keynoro may terminate immediately without a cure period if you engage in fraudulent conduct, upload documents without authorisation, breach confidentiality obligations, or engage in conduct that poses an immediate risk to the security of the Service or to third parties.
15.3 Termination by Keynoro Without Cause
Keynoro may terminate the Service on thirty (30) days' written notice for any reason unrelated to breach. In such case, Keynoro will refund any unused credit balance remaining in your account at the time of termination.
15.4 Termination by You
You may terminate your use of the Service at any time by notifying Keynoro in writing at info@keynoro.ca. Any unused credit balance at the time of voluntary termination is non-refundable. The Setup Fee, where applicable, is non-refundable upon voluntary termination.
15.5 Data Following Termination
Upon termination, your access to the Service ends. Keynoro will retain your account and configuration data for thirty (30) days following termination, during which you may request its deletion by contacting info@keynoro.ca. After thirty (30) days, such data will be permanently deleted. Client document content is never stored by Keynoro and is therefore unaffected by termination.
15.6 Survival
Provisions that by their nature survive termination — including Sections 7, 9, 10, 12, 13, 14, and 17 — will continue to apply after termination.
16. Modifications to the Service and Terms
Keynoro reserves the right to modify, update, or discontinue the Service or any feature of it at any time. Where a change materially affects your use of the Service, Keynoro will provide at least thirty (30) days' written notice before the change takes effect.
Keynoro may update these Terms from time to time. Material changes will be communicated to you directly with at least thirty (30) days' notice. Continued use of the Service after the effective date of updated Terms constitutes your acceptance of them.
17. Governing Law and Dispute Resolution
These Terms are governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles.
Any dispute arising out of or relating to these Terms or the Service shall be submitted to the exclusive jurisdiction of the courts of British Columbia. You consent to personal jurisdiction in British Columbia for this purpose.
Before commencing legal proceedings, both parties agree to attempt to resolve any dispute informally by written notice to the other party, allowing thirty (30) days for good-faith resolution.
18. General Provisions
Entire Agreement: These Terms, together with the Privacy Policy and Disclaimer, constitute the entire agreement between you and Keynoro regarding the Service.
Severability: If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary, and remaining provisions continue in full force.
Waiver: No waiver is effective unless made in writing. Keynoro's failure to enforce any provision does not constitute a waiver of its right to do so in the future.
Assignment: You may not assign your rights or obligations under these Terms without Keynoro's prior written consent. Keynoro may assign its rights without restriction.
Notices: Notices to Keynoro must be sent to info@keynoro.ca. Notices to you will be sent to the email address registered to your account.
Force Majeure: Keynoro is not liable for any delay or failure to perform resulting from causes beyond its reasonable control, including disruptions to Anthropic's API, internet outages, natural disasters, or government actions.
19. Contact
For questions about these Terms, billing inquiries, or support:
Keynoro
Email: info@keynoro.ca
