[Draft and subject to change] — this document is published in draft, pending legal counsel review, and may be revised.
Keel

Terms of Service

[DRAFT AND SUBJECT TO CHANGE] — This document is published in draft form and is pending review and finalization by legal counsel. It is not yet a binding agreement in its current form. Bracketed items (e.g. [STATE]) are placeholders for counsel to complete. Last updated: see version history in the repository.

Effective date: [TO BE SET ON FINALIZATION]

These Terms of Service ("Terms") govern your access to and use of the websites, investor and prospect portals, and fund-administration software (collectively, the "Service") made available by Keel and its affiliates ("Keel," "we," "us," or "our"). By accessing or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

1. Who may use the Service

The Service is intended for use by (a) the firm's administrators and authorized personnel, (b) limited partners and their authorized representatives ("LPs"), and (c) prospective investors invited by the firm ("Prospects"). You must be at least 18 years old and capable of forming a binding contract. You may use the Service only as authorized for your role and only for the firm's legitimate fund-administration purposes.

2. Not investment, legal, or tax advice

The Service provides fund-administration, reporting, and account-access functions. Nothing in the Service constitutes investment, legal, accounting, or tax advice, an offer to sell, or a solicitation of an offer to buy any security or interest in any fund. Any offer or sale of a fund interest is made solely through the applicable fund's confidential offering and subscription documents, which govern in the event of any conflict with information shown in the Service. Figures presented in the Service are for administrative and informational purposes and may be estimated, unaudited, or subject to revision.

3. Accounts and security

  • You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account.
  • Access is provisioned by role (see our Access Control Policy). You must not share credentials or attempt to access data or functions outside your authorization.
  • Where multi-factor authentication (MFA) is offered or required, you agree to enroll and keep your second factor secure.
  • Notify us promptly of any unauthorized access or suspected security incident through the contact channel below.

4. Acceptable use

You agree not to:

  • access, or attempt to access, any account, data, or system area you are not authorized to use;
  • probe, scan, or test the vulnerability of the Service, or breach or circumvent any security or authentication measure, except under a written authorization (e.g., a sanctioned security assessment);
  • introduce malware, scrape or harvest data by automated means, or disrupt or impose an unreasonable load on the Service;
  • use the Service to violate any law or regulation, or any third party's rights;
  • reverse engineer, copy, or create derivative works of the Service except to the extent this restriction is prohibited by applicable law.

5. Bank-account connections and third-party services

If you connect a financial account, we use third-party providers — including Plaid Inc. ("Plaid") — to facilitate that connection. Your use of Plaid is also governed by Plaid's own terms and its [End User Privacy Policy](https://plaid.com/legal/#end-user-privacy-policy). See our [Plaid Data-Use Disclosure](/plaid-disclosure) and [Privacy Policy](/privacy) for what data is accessed and how it is used. We are not responsible for the practices of third-party services, which are governed by their own terms.

6. Confidentiality

Non-public information made available to you through the Service — including fund financials, capital-account data, other investors' information, and operational details — is confidential. You agree to use it solely for your authorized purpose and not to disclose it except as permitted by the applicable fund documents or required by law.

7. Intellectual property

The Service, including its software, design, and content (excluding your data and fund documents), is owned by Keel or its licensors and is protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, revocable right to use the Service for its intended purpose, subject to these Terms.

8. Your data

You retain your rights in the information you submit. You grant us the rights necessary to host, process, and display that information to operate the Service and provide fund administration. Our handling of personal information is described in our [Privacy Policy](/privacy); data retention is governed by our Data Retention and Deletion Policy.

9. Availability; no warranty

The Service is provided on an "as is" and "as available" basis. To the fullest extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or that figures presented are free of administrative error pending reconciliation.

10. Limitation of liability

To the fullest extent permitted by law, Keel will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits or data, arising out of or relating to the Service. [Counsel to confirm any aggregate liability cap and carve-outs consistent with the fund documents and applicable law.]

11. Indemnification

You agree to indemnify and hold harmless Keel and its affiliates from claims arising out of your misuse of the Service or your breach of these Terms, to the extent permitted by law.

12. Suspension and termination

We may suspend or terminate your access if you violate these Terms, to protect the Service or other users, or when your authorized relationship with the firm ends. Provisions that by their nature should survive termination (e.g., confidentiality, intellectual property, disclaimers, limitation of liability) will survive.

13. Changes to these Terms

We may update these Terms from time to time. Material changes will be reflected by updating the effective date and, where appropriate, by notice through the Service. Your continued use after an update constitutes acceptance of the revised Terms.

14. Governing law and disputes

These Terms are governed by the laws of [STATE/JURISDICTION], without regard to its conflict-of-laws rules. [Counsel to specify venue and any dispute-resolution / arbitration terms.]

15. Language and translations

The Service is offered in multiple languages so you can work in the language you prefer. Non-English translations are provided for your convenience and are generated in whole or in part by automated, AI-assisted translation. The English-language version is the authoritative and governing version of the Service, these Terms, and all notices, statements, capital-account figures, and reports. In the event of any discrepancy, ambiguity, or conflict between the English version and a translated version, the English version controls. Statutory, tax, and legal documents remain governed by their English source unless a jurisdiction requires otherwise. [Counsel to confirm governing-language wording for each launch jurisdiction.]

16. Contact

Questions about these Terms may be directed to the firm through the address published at keelmanager.com. See also our [Privacy Policy](/privacy) and [All Policies](/policies).