Qmo Terms of Service

Effective date: [TBD] · Map2Close Inc. · legal@map2close.com
These Terms of Service (the "Terms") are a contract between Map2Close Inc., a corporation incorporated under the laws of Canada with its mailing address at 720 King St. W #161, Toronto, Ontario, Canada M5V 3S5 ("Map2Close", "we", "us"), and the company or other legal entity that accepts them ("Customer", "you"). You accept these Terms by clicking to accept them, by signing an Order Form that references them, or by using the Services. The individual accepting represents that they have authority to bind Customer. If Customer and Map2Close have signed a separate agreement covering Qmo, that agreement governs instead.
Qmo learns from Customer Data. Section 4 explains how Map2Close uses Customer Data to provide and improve Qmo for Customer, and how de-identified Network Insights improve Qmo for all customers. Please read it.

1. Definitions

Capitalized terms have the meanings set out in this section or where they are first used.

• "Authorized User" means an employee or contractor of Customer, or another individual Customer permits, who is authorized to access the Services under Customer's account.
• "Call Participant" means any individual, other than an Authorized User, whose voice, statements or information is captured, transcribed or analyzed by the Services, such as a prospect or customer of Customer.
• "Connected Account" means any third-party platform or service (such as a CRM, dialer, calendar, email or video-conferencing tool) that Customer connects to the Services, including by API or by providing account credentials.
• "Connected Account Data" means data collected from or provided by a Connected Account.
• "Customer Data" means, other than Network Insights and Usage Data: (a) Connected Account Data; (b) Inputs; and (c) all other data and content submitted to or captured by the Services by or for Customer or its Authorized Users, including call audio, transcripts, notes, cards, scripts and playbooks.
• "Documentation" means Map2Close's user guides and help materials for the Services, as updated from time to time.
• "DPA" means the Qmo Data Processing Addendum, which is incorporated into these Terms.
• "Input" means any data, text, audio or other content provided to or received by the Services for processing, including prompts, "Teach Qmo" content, ratings and feedback on Outputs.
• "Network Insights" means data, models, model weights, prompts, card and script improvements, benchmarks, statistics and other learnings that Map2Close derives from Customer Data and the data of other customers after de-identification and aggregation as described in Section 4.4, and that do not identify Customer, any Authorized User or any Call Participant.
• "Order Form" means an ordering document or online sign-up flow, accepted by both parties, that identifies the Services, plan, fees and term.
• "Output" means content generated by the Services for Customer, including live coach cards, call scores, summaries, suggestions and recommendations.
• "Personal Data" means information relating to an identified or identifiable individual, and any information defined as "personal data" or "personal information" under Applicable Data Protection Laws.
• "Applicable Data Protection Laws" means all laws governing the privacy or protection of Personal Data that apply to a party's processing of Personal Data under these Terms, including, as applicable, Canada's Personal Information Protection and Electronic Documents Act (PIPEDA) and substantially similar provincial laws, the EU GDPR, the UK GDPR, and U.S. state privacy laws.
• "Platform" means Qmo, Map2Close's hosted sales co-pilot software, including its web application, browser extension, APIs and related software.
• "Policies" means the Qmo AI & Data Use Policy, Acceptable Use Policy and Privacy Policy, as updated under Section 11.9.
• "Sensitive Data" has the meaning given in the AI & Data Use Policy.
• "Services" means access to the Platform and any professional, onboarding or support services described in an Order Form.
• "Usage Data" means technical and usage information about how the Services are accessed and used, such as feature usage, performance, logs and device information.

2. The Services

2.1 Order Forms. Each Order Form is incorporated into these Terms. If an Order Form conflicts with these Terms, these Terms control unless the Order Form expressly names the provision it overrides.

2.2 Access. Subject to these Terms and payment of the fees, Map2Close grants Customer a non-exclusive, non-transferable, non-sublicensable right during the subscription term for its Authorized Users to access and use the Services for Customer's internal business purposes, in accordance with the Documentation and the limits in the Order Form.

2.3 Connected Accounts. Some features require Customer to connect Connected Accounts. By connecting one, Customer represents that it is entitled to grant Map2Close access to it and its data, and authorizes Map2Close to access and process Connected Account Data under these Terms. Connected Accounts are provided by third parties under their own terms. Map2Close is not responsible for their availability, accuracy, changes or discontinuation.

2.4 Support. Map2Close will provide support by email during its normal business hours, and any additional support described in the Order Form.

2.5 Personal Data. The DPA applies to Map2Close's processing of Personal Data in Customer Data on Customer's behalf and forms part of these Terms without separate signature. Customer may request a countersigned copy at legal@map2close.com. If the DPA conflicts with these Terms on the processing of Personal Data, the DPA controls.

2.6 Third-party services. The Services rely on third-party providers for AI models, transcription, hosting and other functions, listed in the Qmo Sub-processor List. Map2Close remains responsible for its sub-processors as set out in the DPA. Map2Close makes no warranty about third-party products that Customer chooses to use with the Services.

2.7 AI features. The Services use artificial intelligence and machine learning. Outputs are generated automatically, may be inaccurate, incomplete or inappropriate, and may be similar to Outputs generated for other customers. Customer is responsible for reviewing Outputs before relying on them and for decisions it makes using them. Customer will not use Outputs as the sole basis for decisions that produce legal or similarly significant effects on individuals, including employment decisions about Authorized Users, without meaningful human review.

2.8 Changes and beta features. Map2Close may update and improve the Services, and will not materially reduce the core functionality of a paid plan during a paid subscription term. Features labelled beta, preview or pilot are provided "as is", may change or end at any time, and are excluded from any service commitments.

3. Customer responsibilities

3.1 Restrictions. Customer will not, and will not permit anyone to: (a) give anyone other than Authorized Users access to the Services; (b) sell, resell, sublicense, rent or lease the Services; (c) reverse engineer, decompile or attempt to derive the source code, models, prompts or underlying structure of the Services, except to the extent the law expressly allows despite this restriction; (d) use the Services or Outputs to build or train a competing product, or to extract Network Insights, prompts or model behaviour; (e) circumvent security, usage limits or access controls; (f) use automated means to scrape or bulk-export the Services other than through features Map2Close provides; or (g) use the Services in breach of the Acceptable Use Policy or applicable law.

3.2 Authorized Users. User credentials may not be shared. Customer is responsible for its Authorized Users' acts and omissions, and a breach by an Authorized User is a breach by Customer. Customer will promptly notify Map2Close of any unauthorized access it becomes aware of.

3.3 Call recording and Call Participants. Customer is solely responsible for: (a) giving Call Participants any notice required by law that calls are recorded, transcribed and analyzed using AI, and obtaining any consent required by law, including where all parties to a call must consent; (b) complying with laws on call recording, telemarketing, anti-spam, do-not-call and electronic communications, including Canada's Anti-Spam Legislation and the U.S. Telephone Consumer Protection Act, in its sales activity; (c) having a lawful basis to collect Personal Data about Call Participants and contacts and to provide it to the Services, including for the uses described in Section 4; and (d) honouring Call Participants' requests to stop recording or to have their data deleted. Any recording disclosure feature in the Services is a convenience only and does not shift these obligations to Map2Close.

3.4 Sensitive Data. Customer will not deliberately submit Sensitive Data to the Services, and will use the Services for sales conversations, not for conversations whose purpose is to discuss Sensitive Data. Map2Close has no liability for Sensitive Data submitted in breach of this Section, but will remove it on request.

3.5 Security. Customer is responsible for securing its accounts, devices, credentials and Connected Accounts, and will promptly inform Map2Close of any actual or suspected security incident involving the Services.

3.6 Compliance. Customer will comply with all laws that apply to its use of the Services, and represents that it has provided all notices and obtained all consents and rights needed for Map2Close to process Customer Data as described in these Terms, the Policies and the DPA.

4. Ownership and data rights

4.1 Map2Close property. Map2Close and its licensors own the Services, Platform, Documentation, Network Insights, Generic Tools and Usage Data, and all intellectual property rights in them. All rights not expressly granted to Customer are reserved.

4.2 Customer Data and Outputs. As between the parties, Customer owns the Customer Data and, subject to Map2Close's rights in the Services, Network Insights and Generic Tools, the Outputs generated for Customer. Customer is responsible for the accuracy, quality and legality of Customer Data and for obtaining all rights needed for Map2Close to use it under these Terms.

4.3 License to Customer Data. Customer grants Map2Close a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, analyze and display Customer Data: (a) to provide, secure, support and maintain the Services for Customer; (b) to improve the Services for Customer, including by tuning cards, scripts, scoring, prompts and models within Customer's workspace ("Workspace Learning"); (c) to de-identify and aggregate Customer Data to create Network Insights under Section 4.4; and (d) as required by law. This license lasts for the subscription term and any period after it during which Map2Close holds Customer Data under Section 10.4.

4.4 Network Insights. Customer acknowledges that a core purpose of the Services is to learn, across all Qmo customers, what effective selling looks like, and agrees that Map2Close may create Network Insights from Customer Data on these terms:

1. De-identification first. Before Customer Data is used to create Network Insights, Map2Close will remove or replace names of individuals and organizations, contact details, account and deal identifiers, and deal values and other financial figures, and will exclude Sensitive Data, using reasonable technical and organizational measures.
2. No identification. Network Insights will not identify Customer, any Authorized User or any Call Participant, and Map2Close will not attempt to re-identify any person or organization from them or disclose them in a form that does so.
3. No raw sharing. Map2Close will not disclose Customer Data, or Outputs containing Customer Data, to any other customer.
4. Ownership. Map2Close owns all right, title and interest in Network Insights, which are not Customer Data, Personal Data of Customer or Customer's Confidential Information. Map2Close may use them for any lawful purpose in connection with its products and services, including to train and improve AI models, provided Map2Close will not sell Network Insights as a standalone dataset.
5. Opt-out by request. Network Insights are enabled by default. Customer may opt out by written notice from an account administrator to legal@map2close.com. Map2Close will confirm in writing within ten (10) business days, after which Customer Data submitted by Customer is no longer used to create Network Insights. Network Insights created before that date are not affected.
6. Survival. Map2Close's rights in Network Insights survive termination or expiry of these Terms.

4.5 Generic Tools. Map2Close develops and will continue to develop techniques, frameworks, card and script templates, scoring rubrics, prompts, workflows, know-how and other materials that it uses for all customers ("Generic Tools"), including the shared Qmo card library. Generic Tools do not include Customer Data or Customer's Confidential Information. Improvements to Generic Tools made using Network Insights are Generic Tools. Map2Close owns all Generic Tools and may use them for any customer.

4.6 Usage Data. Map2Close may collect and use Usage Data to operate, secure, support and improve its products and services. Usage Data that identifies an individual is handled under the Privacy Policy and, where applicable, the DPA.

4.7 Feedback. If Customer or its Authorized Users give Map2Close suggestions, comments or ideas about the Services ("Feedback"), Map2Close may use them for any purpose without restriction or compensation, and Customer assigns to Map2Close all rights in that Feedback.

5. Fees and payment

5.1 Fees. Customer will pay the fees in the Order Form or the plan selected at sign-up (the "Fees"), in the currency stated there, without set-off or deduction. Unless the Order Form says otherwise, subscriptions are billed in advance and renew automatically for the same term.

5.2 Payment. Where Customer pays by card, Customer authorizes Map2Close and its payment processor to charge the card for all Fees as they fall due. Invoiced Fees are due within thirty (30) days of the invoice date unless the Order Form says otherwise. Overdue amounts bear interest at 1% per month (12% per year) or, if lower, the highest rate permitted by law. Except as stated in these Terms, Fees are non-refundable.

5.3 Price changes. Map2Close may change Fees for a renewal term by giving at least thirty (30) days' notice before the renewal date.

5.4 Taxes. Fees exclude taxes. Customer is responsible for all sales, use, goods and services, harmonized sales, value-added, withholding and similar taxes, other than taxes on Map2Close's net income. Where Map2Close is required to collect such taxes, they will be added to the invoice.

5.5 Suspension. If any amount is more than fifteen (15) days overdue, or if Customer's use of the Services threatens their security or integrity or breaches Section 3, Map2Close may suspend the Services after giving notice where reasonably practicable, and will restore access promptly once the issue is resolved.

5.6 Free trials and pilots. Free trials and pilots run for the period Map2Close specifies, are provided "as is" without warranty or support commitments, and, despite Section 7, Map2Close's total liability for them is limited to one hundred Canadian dollars (CAD $100).

6. Warranties and disclaimers

6.1 Mutual warranties. Each party represents that it has the authority to enter into these Terms and that doing so does not breach any other agreement it is bound by.

6.2 Map2Close warranty. Map2Close warrants that during a paid subscription term (a) the Services will perform materially as described in the Documentation, and (b) it will not materially reduce the overall security of the Services. Customer's sole remedy for breach of this warranty is for Map2Close to use reasonable efforts to correct the issue and, if it cannot do so within thirty (30) days of notice, for either party to terminate the affected subscription and for Map2Close to refund prepaid Fees for the unused portion of the term.

6.3 Customer warranty. Customer warrants that Customer Data, and its use as permitted by these Terms, will not infringe or misappropriate anyone's intellectual property, privacy or publicity rights, violate any law, or contain malicious code.

6.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES, OUTPUTS, NETWORK INSIGHTS AND GENERIC TOOLS ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, MAP2CLOSE DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY. MAP2CLOSE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT OUTPUTS WILL BE ACCURATE OR SUITABLE FOR ANY PURPOSE, OR THAT USE OF THE SERVICES WILL PRODUCE ANY PARTICULAR SALES RESULT.

7. Limitation of liability

7.1 Excluded damages. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, OR BUSINESS INTERRUPTION, HOWEVER CAUSED, EVEN IF ADVISED OF THEIR POSSIBILITY.

7.2 Cap. EXCEPT FOR EXCLUDED CLAIMS AND DATA PROTECTION CLAIMS, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY (THE "GENERAL CAP").

7.3 Data protection claims. EACH PARTY'S TOTAL LIABILITY FOR CLAIMS ARISING FROM ITS BREACH OF SECTION 8, THE DPA OR APPLICABLE DATA PROTECTION LAWS ("DATA PROTECTION CLAIMS") WILL NOT EXCEED TWO (2) TIMES THE GENERAL CAP [TBD: partners to confirm].

7.4 Excluded Claims. "Excluded Claims" means: (a) Customer's obligations to pay Fees; (b) Customer's breach of Section 3.1 or 3.3; (c) a party's indemnification obligations under Section 9; and (d) a party's fraud, gross negligence or wilful misconduct.

7.5 Application. These limitations apply to all theories of liability, including contract, tort (including negligence) and statute, survive any failure of an exclusive remedy, and apply only to the extent permitted by law.

8. Confidentiality

8.1 Definition. "Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is Customer's Confidential Information. The Services, Documentation, pricing and non-public features are Map2Close's Confidential Information. Network Insights, Generic Tools and Usage Data are not Customer's Confidential Information.

8.2 Obligations. The Recipient will use Confidential Information only to exercise its rights and perform its obligations under these Terms, will disclose it only to its employees, contractors, sub-processors and advisers who need to know it and are bound by confidentiality obligations at least as protective as these, and will protect it with at least reasonable care.

8.3 Exceptions. These obligations do not apply to information that (a) is or becomes public through no fault of the Recipient; (b) the Recipient lawfully received from a third party without a duty of confidentiality; (c) the Recipient already knew; or (d) the Recipient independently developed without using the Discloser's Confidential Information. The Recipient may disclose Confidential Information where required by law or court order, after giving the Discloser prompt notice where legally permitted so it can seek protection.

9. Indemnification

9.1 By Map2Close. Map2Close will defend Customer against any third-party claim alleging that the Platform, used as permitted by these Terms, infringes or misappropriates that third party's patent, copyright, trademark or trade secret in Canada, the United States, the United Kingdom or the European Union, and will pay damages and costs finally awarded or agreed in settlement. If the Platform is, or may become, subject to such a claim, Map2Close may procure the right for Customer to keep using it, modify or replace it so that it is non-infringing, or terminate the affected subscription and refund prepaid Fees for the unused term. Map2Close has no obligation for claims arising from Customer Data, Connected Accounts, Outputs, combination with anything not provided by Map2Close, modification by anyone other than Map2Close, or use in breach of these Terms. This Section states Map2Close's entire liability for infringement claims.

9.2 By Customer. Customer will defend Map2Close and its affiliates, directors, officers, employees and contractors against any third-party claim, including a claim or investigation by a regulator or a Call Participant, arising from (a) Customer Data; (b) Customer's breach of Section 3, including any failure to give notice or obtain consent for call recording or AI analysis; (c) Customer's use of Outputs; or (d) Customer's agreements with providers of Connected Accounts, and will pay damages, fines, penalties and costs finally awarded or agreed in settlement.

9.3 Procedure. The indemnified party will promptly notify the indemnifying party of the claim, give it sole control of the defence and settlement (but it may not settle a claim in a way that admits fault by, or imposes obligations on, the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate with its own counsel at its own cost.

10. Term and termination

10.1 Term. These Terms start when Customer first accepts them and continue until all subscriptions have ended. Each subscription runs for the term in its Order Form and renews automatically for the same period unless either party gives notice of non-renewal at least thirty (30) days before the end of the current term, or, for monthly plans, before the next billing date.

10.2 Termination for breach. Either party may terminate these Terms or an affected subscription if the other party materially breaches them and fails to cure within thirty (30) days of written notice, or immediately if the other party becomes insolvent or subject to bankruptcy or similar proceedings.

10.3 Effect. When a subscription ends, Customer's right to use the related Services ends and Customer will pay all unpaid Fees for the subscription term. If Customer terminates for Map2Close's uncured breach, Map2Close will refund prepaid Fees for the unused portion of the term.

10.4 Customer Data after termination. For thirty (30) days after termination, Customer may export its Customer Data using the Services' export features or by request. After that, Map2Close will delete Customer Data from its active systems, and from backups as they roll off on their normal schedule, except where retention is required by law. Network Insights are not Customer Data and are not deleted.

10.5 Survival. Sections 1, 3.3, 4, 5 (for amounts owed), 6.4, 7, 8, 9, 10.3 to 10.5 and 11 survive termination.

11. General

11.1 Governing law. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

11.2 Disputes. The parties will first try to resolve any dispute informally: Customer by writing to legal@map2close.com, and Map2Close by writing to Customer's account administrator. If the dispute is not resolved within sixty (60) days, either party may bring proceedings exclusively in the courts located in Toronto, Ontario, and each party submits to their jurisdiction. Either party may seek urgent injunctive relief in any competent court to protect its intellectual property or Confidential Information.

11.3 Language. The parties have required that these Terms and all related documents be drawn up in English. Les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais.

11.4 Export and sanctions. Customer will not use or permit use of the Services in breach of Canadian, U.S., UK, EU or other applicable export control or sanctions laws, or by or for anyone subject to those sanctions.

11.5 Assignment. Neither party may assign these Terms without the other's prior written consent, except that either party may assign them without consent to an affiliate or a successor in a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets or the relevant business. Any other attempted assignment is void.

11.6 Publicity. Map2Close may identify Customer as a customer by name and logo in its marketing materials. Customer may withdraw this permission at any time by emailing legal@map2close.com.

11.7 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including outages of third-party hosting, AI or telecommunications providers, provided it uses reasonable efforts to resume performance.

11.8 Notices. Notices to Map2Close must be sent to legal@map2close.com, with a copy of any notice of breach or termination sent to the mailing address above. Notices to Customer may be sent to the email address of its account administrator or as set out in the Order Form.

11.9 Changes to these Terms and the Policies. Map2Close may update these Terms and the Policies. For material changes, Map2Close will give at least thirty (30) days' notice by email to account administrators and in the Services, and the changes take effect at the start of Customer's next renewal term or, if earlier, when Customer accepts them. Changes required by law may take effect sooner. Map2Close will not use Customer Data submitted before a change in a materially broader way than the version in effect when it was submitted allowed, unless Customer agrees.

11.10 Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.

11.11 Severability and waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the rest of these Terms remain in effect. A failure to enforce a provision is not a waiver.

11.12 Order of precedence. If documents conflict, the following order applies: (a) the DPA, for the processing of Personal Data; (b) an Order Form, only for provisions it expressly identifies as overriding these Terms; (c) these Terms; and (d) the Policies.

11.13 Entire agreement. These Terms, the Order Forms, the DPA and the Policies are the entire agreement between the parties about the Services and supersede all prior discussions and agreements on that subject. Terms in any Customer purchase order or similar document do not apply.
Adapted from the Master Services Agreement template published by General Legal, PC under CC0 1.0. General Legal has not reviewed these modifications.