Terms of Service

These Terms of Service ("Terms") govern your access to and use of the products and services provided by Kima Technologies Inc. ("Kima", "we", "us"), including CallSmart, WorkflowCRM, DealCheck, KimaFlow, and the website at usekima.com (collectively, the "Services").

By creating an account, clicking "I agree," or otherwise accessing the Services, you ("you", "User", "Customer") agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you are accepting on behalf of an organisation, you represent that you have authority to bind that organisation.

If you do not agree to these Terms, do not use the Services.

1. The Services

Kima provides the following products to Canadian mortgage professionals:

We may modify, suspend, or discontinue any feature of the Services at any time with reasonable notice. We will not materially reduce core functionality of a paid plan during an active subscription term without providing a prorated refund or equivalent alternative.

2. Eligibility

To use the Services, you must:

• Be at least 18 years of age
• Be a licensed mortgage professional or act on behalf of a licensed mortgage brokerage registered under applicable Canadian provincial legislation
• Have the legal capacity to enter into binding contracts
• Not be prohibited from receiving services under applicable law

Kima's products are intended for professional use by licensed mortgage agents, brokers, and brokerages operating in Canada. Use of the Services for any other purpose is not permitted without our prior written consent.

3. Accounts and registration

You must create an account to access most features of the Services. You agree to:

• Provide accurate, current, and complete information during registration and keep it up to date
• Maintain the confidentiality of your account credentials and not share them with any third party
• Notify us immediately at legal@usekima.com if you suspect unauthorised access to your account
• Accept responsibility for all activity that occurs under your account

We reserve the right to suspend or terminate accounts that provide false information, are inactive for more than 12 consecutive months on a free plan, or are found to be in violation of these Terms.

4. Acceptable use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You must not:

Prohibited conduct

• Use the Services to process information about individuals without a lawful basis or required consent under PIPEDA or applicable provincial privacy law
• Record, upload, or process calls without obtaining the informed consent of all parties as required by Canadian law
• Reverse engineer, decompile, or disassemble any part of the Services
• Attempt to gain unauthorised access to any part of the Services, our servers, or any connected systems
• Use the Services to transmit malware, spam, or any harmful code
• Resell, sublicense, or otherwise provide access to the Services to third parties without our written consent
• Use AI-generated outputs as a substitute for professional advice, regulatory filings, or compliance decisions without independent review
• Use the Services in any manner that violates applicable securities, mortgage lending, anti-money laundering, or financial services regulations
• Scrape, crawl, or use automated means to access the Services beyond what is permitted by any API we provide

Client consent — call recording

You are solely responsible for complying with all applicable laws regarding the recording of telephone conversations or video calls. In Canada, this generally requires the consent of at least one party (federal and most provincial law), and in some circumstances all parties. You must obtain and document appropriate consent before recording any client call processed through CallSmart. Kima accepts no liability for your failure to obtain required consents.

5. AI-generated content

CallSmart and other Kima products use artificial intelligence to generate outputs including call summaries, deal notes, follow-up emails, and risk indicators. You acknowledge and agree that:

• AI outputs are not professional advice. Nothing generated by Kima constitutes legal, financial, mortgage, or compliance advice. You must independently review all AI-generated content before acting on it or sharing it with clients.
• Outputs may contain errors. AI models can misinterpret speech, calculate incorrectly, or produce content that is incomplete or inaccurate. You are responsible for reviewing and verifying all outputs before use.
• You own your outputs. Subject to Section 7, AI-generated content produced from your data is yours. We claim no ownership over notes, emails, or summaries generated from your call recordings.
• You are responsible for client communications. If you use AI-generated emails or messages to communicate with clients, you remain fully responsible for that communication as the licensed professional sending it.

6. Subscriptions and payment

Plans

Kima offers free and paid subscription plans. Plan features, limits, and pricing are described at usekima.com and may be updated from time to time with reasonable notice.

Billing

• Paid subscriptions are billed in advance on a monthly or annual cycle, as selected at checkout
• All prices are in Canadian dollars and exclude applicable taxes (GST/HST/QST) unless stated otherwise
• You authorise us to charge your payment method on each renewal date until you cancel
• Failed payments may result in suspension of your account after a 5-day grace period

Cancellation and refunds

• You may cancel your subscription at any time through your account settings or by emailing legal@usekima.com
• Cancellation takes effect at the end of the current billing period; you retain access until then
• We do not provide refunds for partial subscription periods, except where required by applicable consumer protection legislation or where we have materially reduced core functionality
• Annual plan cancellations within 14 days of initial purchase are eligible for a full refund

Taxes

You are responsible for all taxes applicable to your use of the Services in your jurisdiction. If Kima is required to collect taxes on your behalf, the applicable tax will be added to your invoice.

7. Your data

Ownership

You retain full ownership of all data, content, and information you upload or input into the Services ("Customer Data"), including call recordings, client records, and deal documents. These Terms do not transfer any ownership of Customer Data to Kima.

Licence to Kima

You grant Kima a limited, non-exclusive, royalty-free licence to access, process, store, and transmit Customer Data solely to provide and improve the Services. We will not use Customer Data to train AI models without your explicit consent, and we will not sell Customer Data to third parties.

Your responsibilities

You are responsible for:

• Ensuring you have the right to upload and process all Customer Data through the Services
• Complying with all privacy laws applicable to the personal information contained in Customer Data
• Maintaining backups of Customer Data that you deem critical, as Kima's data retention is subject to the periods in our Privacy Policy

Data portability and export

Upon request or at account termination, we will provide you with an export of your Customer Data in a standard machine-readable format within 30 days. After the applicable retention period, data is securely deleted.

8. Intellectual property

The Services, including all software, algorithms, designs, trademarks, and content created by Kima, are and remain the exclusive property of Kima Technologies Inc. or its licensors. These Terms grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for your internal business purposes during your subscription term.

You may not copy, reproduce, modify, create derivative works of, distribute, or publicly display any part of the Services without our prior written consent. The name "Kima," our logo, and product names (CallSmart, WorkflowCRM, DealCheck, KimaFlow) are trademarks of Kima Technologies Inc.

Feedback

If you provide us with feedback, suggestions, or ideas about the Services, you grant Kima a perpetual, irrevocable, royalty-free licence to use that feedback for any purpose without obligation to you.

9. Confidentiality

Each party may receive confidential information from the other in connection with the Services. "Confidential Information" means any non-public information that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to: (a) keep Confidential Information strictly confidential; (b) use it only to perform obligations or exercise rights under these Terms; and (c) disclose it only to employees, contractors, and advisors who need to know and are bound by equivalent confidentiality obligations.

This obligation does not apply to information that is or becomes publicly known through no breach of these Terms, was independently developed, or must be disclosed by law (provided reasonable prior notice is given where permitted).

10. Privacy

Your use of the Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to the collection, use, and disclosure of personal information as described in the Privacy Policy.

As a user of CallSmart and DealCheck, you act as a data controller with respect to your clients' personal information. Kima acts as a data processor on your behalf. You are responsible for ensuring your clients have appropriate notice and consent for the processing of their information through the Services.

11. Disclaimers

In particular:

• Kima does not warrant the accuracy, completeness, or reliability of any AI-generated content, risk scores, or document verification results
• Kima is not a mortgage lender, broker, or financial adviser and does not provide regulated mortgage, legal, or financial advice
• The Services are tools to assist licensed professionals — they do not replace professional judgment, regulatory compliance obligations, or independent verification
• Kima does not guarantee that the Services will meet your specific requirements or that any particular outcome will result from use of the Services

Some jurisdictions do not allow the exclusion of implied warranties. To the extent such exclusions are not permitted, they apply to the maximum extent allowed by law.

12. Limitation of liability

In no event shall Kima be liable for any:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, business, or goodwill
• Damages arising from your reliance on AI-generated content, risk scores, or automated outputs
• Regulatory fines, penalties, or sanctions arising from your failure to comply with applicable mortgage or privacy law
• Damages resulting from unauthorised access to your account due to your failure to maintain credential security

These limitations apply regardless of the form of action and even if Kima has been advised of the possibility of such damages. Some jurisdictions (including Quebec under the Consumer Protection Act) do not allow these limitations in certain consumer contexts; in those cases, the limitations apply to the maximum extent permitted.

13. Indemnification

You agree to indemnify, defend, and hold harmless Kima Technologies Inc. and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:

• Your violation of these Terms or applicable law
• Your use of the Services, including any AI-generated outputs you share with clients or third parties
• Your failure to obtain required consent for recording or processing client calls
• Any claim by a third party arising from Customer Data you upload or process
• Your violation of any third party's rights, including privacy rights

14. Termination

By you

You may terminate your account at any time by cancelling your subscription and deleting your account through the platform settings, or by contacting us at legal@usekima.com.

By Kima

We may suspend or terminate your access to the Services immediately, with or without notice, if:

• You materially breach these Terms and fail to remedy the breach within 10 days of written notice
• You engage in conduct that we reasonably believe poses a risk of harm to Kima, other users, or third parties
• You fail to pay fees when due and the failure persists beyond a 10-day grace period
• We are required to do so by law or regulatory authority

Effect of termination

Upon termination: (a) your licence to use the Services ends immediately; (b) we will retain your Customer Data for 90 days during which you may request an export; (c) accrued payment obligations survive termination; (d) Sections 5, 7, 8, 9, 11, 12, 13, 15, and 16 survive termination.

15. Governing law and disputes

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Dispute resolution

Before initiating formal proceedings, both parties agree to attempt to resolve any dispute through good-faith negotiation for at least 30 days following written notice of the dispute.

If negotiation fails, disputes shall be resolved by binding arbitration administered under the rules of the ADR Institute of Canada, with proceedings conducted in Toronto, Ontario, in English. Each party bears its own legal costs unless the arbitrator awards otherwise. You may opt out of arbitration for disputes involving amounts under CAD $10,000 by pursuing claims in small claims court in your jurisdiction.

Class action waiver: You agree to resolve disputes with Kima on an individual basis only and not as part of a class, consolidated, or representative action.

Nothing in this section prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction.

16. General provisions

Entire agreement

These Terms, together with the Privacy Policy and any order forms or statements of work, constitute the entire agreement between you and Kima regarding the Services and supersede all prior agreements and understandings.

Amendments

We may update these Terms from time to time. We will provide at least 30 days' notice of material changes by email or prominent notice in the platform. Continued use of the Services after the effective date of updated Terms constitutes acceptance. If you do not agree to the updated Terms, you may terminate your account before the effective date.

Severability

If any provision of these Terms is found to be unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

No waiver

Kima's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Kima may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, with notice to you.

Force majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including natural disasters, government actions, internet outages, or third-party service failures, provided the affected party gives prompt notice and uses reasonable efforts to resume performance.

Language

The parties have expressly requested that these Terms and all related documents be drafted in English. Les parties ont expressément demandé que les présentes conditions et tous les documents connexes soient rédigés en anglais.

17. Contact us