Miigwech AI Solutions - Terms of Service

1. Introduction

Welcome to Miigwech AI Solutions Inc. These Terms of Service ("Terms") govern your use of our services and website. Please read them carefully.

miigEngine AI Inference Engine

1. ACCEPTANCE OF TERMS

1.1 Agreement Formation

These Terms of Service ("Terms") constitute a binding legal agreement between you ("Customer," "you," or "your") and Miigwech AI Solutions Inc. ("Miigwech," "we," "us," or "our") governing your access to and use of the miigEngine AI inference engine and related services (collectively, the "Service").

1.2 B2B Service

The Service is provided on a business-to-business basis. By executing a Master Services Agreement or Order Form that references these Terms, you represent that you are a business entity and have the legal authority to bind that entity to these Terms.

1.3 Order of Precedence

In the event of conflict between documents, the following order applies:

1. Executed Order Form or Master Services Agreement
2. Data Processing Addendum
3. These Terms
4. Privacy Policy

1.4 Amendments

We may modify these Terms at any time. Material changes will be communicated via email at least 30 days before taking effect. Your continued use after changes become effective constitutes acceptance. If you do not agree to changes, you may terminate pursuant to Section 9.

2. DEFINITIONS

• "Account" means your registered user account for accessing the Service.
• "Authorized Users" means your employees, contractors, and agents authorized to access the Service.
• "Customer Data" means queries, documents, or other materials you submit to the Service.
• "Documentation" means our AI system transparency documentation, user guides, and technical specifications.
• "Service" means the miigEngine AI inference engine, including all features, APIs, and related services.
• "Subscription" means your paid or trial access to the Service.

3. SERVICE DESCRIPTION AND DATA PROCESSING

3.1 Service Provision

Subject to these Terms and payment of fees, we grant you a limited, non-exclusive, non-transferable right to access the Service during your Subscription Term for internal business purposes only.

3.2 Technical Architecture

3.2.1 Local Processing

The Service processes queries using client-side architecture. We do not persistently store Customer Data beyond your active session duration.

3.2.2 Session Management

Session data is temporarily stored in HTTPOnly cookies with 25-hour expiration to enable conversation continuity. You may delete session data via Tools → Delete Cookies.

3.2.3 System Prompts and Transparency

We configure third-party AI models using system prompts and parameters to optimize outputs for legal research. System prompts:

• Guide how the AI responds to queries
• Encourage citation of sources and expression of uncertainty
• Remind the AI to format responses professionally
• Emphasize limitations and need for verification
• Do not alter underlying model weights or training

Prompt Transparency: Our system prompts and AI configuration details are published at [website]/ai-documentation and displayed in-app via modal dialogs. You acknowledged review of this documentation when executing your Master Services Agreement.

Important Limitations: System prompts cannot eliminate AI risks including hallucinations, bias, copyright issues, or inaccurate information.

3.3 Analytics Collection

We collect limited, aggregated usage analytics including feature usage patterns, error rates, and performance metrics. Analytics data is anonymized and not linked to personal identifiers. We do not sell or share analytics with third parties except as required by law.

3.4 Data Sovereignty

3.4.1 Canadian Infrastructure

All Service infrastructure and data processing occurs exclusively on servers physically located within Canada. Your data is protected by Canadian privacy laws (PIPEDA) and is not subject to U.S. CLOUD Act or FISA requests.

3.4.2 No Third-Party Sharing

We do not sell, rent, or share Customer Data with third parties except:

• As expressly authorized by you
• To service providers bound by equivalent privacy obligations
• As required by Canadian law or valid legal process (with notice to you unless prohibited)

3.5 Third-Party AI Models

3.5.1 Model Provider

The Service utilizes AI models developed by third-party providers, including Mistral AI ("Model Providers"). We do not develop, train, or control the underlying AI models or their training data.

3.5.2 Our Role

We provide inference infrastructure that:

• Hosts and runs third-party AI models on Canadian servers
• Wraps models in privacy-preserving, PIPEDA-compliant security layers
• Provides user interface and session management
• Ensures data sovereignty and Canadian data residency

We do NOT:

• Control or modify model outputs
• Train models or influence their knowledge base
• Have access to Model Providers' training data or algorithms
• Persistently store queries or responses (except as described in Section 3.2)

3.5.3 Model Limitations

AI models are developed by third parties and may contain:

• Training data biases reflecting datasets we do not control
• Outdated information based on Model Provider knowledge cutoffs
• Inherent limitations including hallucinations and unpredictable outputs

We implement reasonable safeguards and warnings but cannot eliminate risks inherent in third-party AI models.

3.5.4 No User Data Training

We will never use Customer Data, queries, or conversation history to train, fine-tune, or improve AI models without your explicit written consent.

4. SERVICE AVAILABILITY

4.1 Best Efforts Commitment

We will use commercially reasonable efforts to make the Service available 24/7. However, we do not guarantee specific uptime percentage or service availability.

4.2 No Service Level Agreement

The Service is provided on a "best efforts" basis without service level commitments. We do not commit to specific uptime targets, response times, or performance benchmarks.

4.3 Scheduled Maintenance

We may perform maintenance that temporarily interrupts Service availability. We will attempt to provide 48-72 hours advance notice via email for planned maintenance.

4.4 No Financial Remedies for Downtime

We provide no service credits, refunds, or financial compensation for Service unavailability. Your sole remedy for unavailability is the right to terminate pursuant to Section 9.2.2.

4.5 Support Services

Email support is provided at support@yourdomain.com on a commercially reasonable, best-efforts basis during business hours (Monday–Friday, 9 AM–5 PM EST, excluding Canadian holidays). We do not guarantee specific response or resolution times.

5. PRIVACY, SECURITY, AND COMPLIANCE

5.1 Privacy Policy

Our Privacy Policy at [website]/privacy is incorporated by reference and governs our privacy practices.

5.2 PIPEDA Compliance

We comply with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy laws.

5.3 Security Safeguards

We implement commercially reasonable security measures including:

• HTTPOnly cookies preventing unauthorized JavaScript access
• CSRF token protection against cross-site attacks
• TLS 1.3 encryption for data in transit
• Access controls and authentication mechanisms
• Regular security assessments

5.4 Data Breach Notification

In the event of a security breach affecting Customer Data, we will notify you within 72 hours of becoming aware, describe the breach and affected data, and provide reasonable assistance with your notification obligations.

6. CUSTOMER OBLIGATIONS AND ACCEPTABLE USE

6.1 Account Security

You are responsible for maintaining credential confidentiality, all activities under your account, and promptly notifying us of unauthorized access.

6.2 Acceptable Use Policy

You may use the Service only for lawful purposes and in accordance with these Terms.

6.2.1 Prohibited Activities

You agree NOT to:

Technical Violations:

• Reverse engineer, decompile, or attempt to discover source code
• Circumvent security features or access controls
• Introduce malicious code or test vulnerabilities
• Engage in automated scraping or systematic data extraction

Content Violations:

• Upload illegal, defamatory, harassing, or infringing content
• Violate third-party intellectual property or privacy rights
• Transmit spam or malicious content

High-Risk Applications:

• Use for medical diagnosis or patient care decisions
• Rely on outputs for aviation, nuclear, or critical infrastructure control
• Deploy in life safety or emergency response applications
• Use in autonomous weapons systems

6.3 Customer Data Responsibilities

You represent that you have all necessary rights to submit Customer Data, that Customer Data does not violate laws or third-party rights, and that you have obtained required consents for processing personal information.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Service Ownership

The Service, including all software, algorithms, interfaces, and content we provide, is our proprietary property protected by intellectual property laws. No ownership rights are transferred.

7.2 Customer Data Ownership

You retain all rights to Customer Data. You grant us a limited license to process Customer Data solely to provide the Service and generate anonymized analytics. This license terminates when Customer Data is deleted.

7.3 AI-Generated Outputs

7.3.1 Output Ownership

Subject to Section 7.3.2, you own outputs generated by the Service in response to your queries, to the extent permitted by law.

7.3.2 Third-Party Rights

CRITICAL: AI outputs may inadvertently reproduce third-party copyrighted works or protected content. We do not warrant outputs are free from infringement. You are solely responsible for:

• Reviewing outputs for third-party rights conflicts
• Obtaining necessary permissions before publishing outputs
• Indemnifying us against claims arising from your use of outputs

7.3.3 No Representations

We make no representations regarding originality, non-infringement, or suitability of outputs for any purpose.

7.4 Feedback

We may use any suggestions or feedback you provide without restriction or obligation to you.

8. FEES, PAYMENT, AND SUBSCRIPTION TERMS

8.1 Payment Terms

Fees are specified in your Order Form or Master Services Agreement and are due according to agreed payment terms. All fees are in Canadian Dollars (CAD) unless otherwise specified.

8.2 Invoicing

We will invoice you according to the schedule in your agreement. Payment is due within 30 days of invoice date unless otherwise agreed.

8.3 Taxes

Fees are exclusive of applicable taxes (GST, HST, PST). You are responsible for all taxes except those based on our net income.

8.4 Late Payment

If payment is overdue by more than 10 days, we may charge interest at 1.5% per month (or maximum permitted by law) and suspend access until payment is received.

8.5 No Refunds

All fees are non-refundable except as expressly provided in these Terms or required by law.

9. TERM, TERMINATION, AND SUSPENSION

9.1 Subscription Term

Your Subscription begins on the date specified in your agreement and continues for the initial term, then automatically renews unless terminated.

9.2 Termination

9.2.1 By You

You may cancel by providing written notice. Cancellation takes effect at the end of the current billing period.

9.2.2 By Us for Convenience

We may terminate with 30 days' written notice and will provide a pro-rata refund of prepaid fees for unused service.

9.2.3 By Us for Cause

We may immediately terminate or suspend for material breach, fraudulent activity, non-payment (after 10-day grace period), security risks, or legal requirements.

9.3 Effect of Termination

Upon termination:

• Your access immediately ceases
• You have 30 days to export Customer Data
• You remain liable for outstanding fees
• Sections 7, 10, 11, 12, 13, 14, and 15 survive

10. WARRANTIES AND DISCLAIMERS

10.1 Our Warranties

We warrant that:

• We have authority to enter these Terms
• The Service will perform substantially in accordance with Documentation
• We will perform Services professionally consistent with industry standards
• We have implemented reasonable security safeguards

10.2 Warranty Remedies

If we breach Section 10.1, your exclusive remedy is for us to re-perform non-conforming Services or, if we cannot cure within 30 days, refund prepaid fees for non-conforming Services. You must notify us within 30 days of discovering issues.

10.3 Disclaimers

10.3.1 "AS IS" Service

EXCEPT AS IN SECTION 10.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND.

10.3.2 Disclaimer of Implied Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

10.3.3 AI-Specific Disclaimers

CRITICAL: AI outputs are probabilistic and may contain:

• Factual errors and "hallucinations" (plausible but incorrect information)
• Incomplete or outdated information
• Training data biases we do not control
• Copyrighted content that may appear in outputs
• Inconsistent responses to similar queries

You are solely responsible for:

• Verifying all outputs through independent sources
• Applying professional judgment
• Checking for third-party IP rights before publishing outputs
• Not using outputs as substitute for professional advice

10.3.4 No Professional Advice

THE SERVICE DOES NOT PROVIDE LEGAL, MEDICAL, FINANCIAL, OR PROFESSIONAL ADVICE. OUTPUTS ARE INFORMATIONAL ONLY.

11. LIMITATION OF LIABILITY

11.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ALL CLAIMS SHALL NOT EXCEED THE GREATER OF:

(A) FEES YOU PAID IN THE 12 MONTHS PRECEDING THE EVENT, OR
(B) CAD $5,000

11.2 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES INCLUDING:

• Loss of profits, revenue, data, or business opportunities
• Business interruption
• Loss of goodwill or reputation
• Cost of substitute services

THIS EXCLUSION APPLIES REGARDLESS OF LEGAL THEORY AND WHETHER WE WERE ADVISED OF POSSIBILITY OF DAMAGES.

11.3 Exceptions

Nothing limits our liability for:

• Gross negligence or willful misconduct
• Fraud or fraudulent misrepresentation
• Death or personal injury caused by our negligence
• Breach of confidentiality
• Violations of intellectual property rights
• Liabilities that cannot be excluded under applicable law

11.4 Basis of Bargain

You acknowledge that fees reflect the risk allocation in these Terms and that we would not provide the Service without these limitations.

12. INDEMNIFICATION

12.1 Your Indemnification

You will indemnify, defend, and hold us harmless from third-party claims arising from:

• Your use or misuse of the Service
• Customer Data
• Your violation of these Terms or applicable laws
• Your Authorized Users' actions
• Your use or publication of AI outputs that infringe third-party rights

12.2 Our Indemnification

We will indemnify you from third-party claims that the Service, when used per these Terms, infringes third-party intellectual property rights (patents, copyrights, trademarks, trade secrets).

12.3 Exclusions

We have no obligation for claims arising from:

• Your modification of the Service
• Your continued use after we notify you of infringement
• Customer Data or third-party content you provide
• AI-generated outputs reproducing copyrighted works

12.4 Remedies

If the Service becomes subject to infringement claims, we may: (a) obtain rights for continued use, (b) replace or modify the Service to be non-infringing, or (c) terminate and refund prepaid fees for remaining term.

13. CONFIDENTIALITY

13.1 Definition

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood as confidential.

13.2 Obligations

The receiving party will:

• Use Confidential Information solely to perform obligations under these Terms
• Protect it using same care as own confidential information (minimum: reasonable care)
• Not disclose except to employees/contractors with need to know bound by confidentiality obligations

13.3 Exclusions

Confidential Information excludes information that: was publicly available, was rightfully known before disclosure, is independently developed, or is required to be disclosed by law.

13.4 Term

Confidentiality obligations survive 3 years after termination, except trade secrets remain confidential as long as they qualify as trade secrets.

14. DISPUTE RESOLUTION

14.1 Governing Law

These Terms are governed by Ontario and federal Canadian law, without regard to conflict of law principles.

14.2 Informal Resolution

Before formal proceedings, parties will attempt informal resolution for 30 days after written notice.

14.3 Mediation

If informal resolution fails, parties will participate in mediation in Toronto, Ontario before initiating litigation. Each party bears its own costs; mediator fees are split equally.

14.4 Jurisdiction

Disputes not resolved through mediation shall be resolved in Ontario courts, and both parties consent to exclusive jurisdiction of those courts.

14.5 Consumer Rights

If you are a consumer under applicable legislation, nothing limits your statutory rights including small claims court access and class action participation.

15. GENERAL PROVISIONS

15.1 Entire Agreement

These Terms, together with the Privacy Policy, Data Processing Addendum, and executed agreements, constitute the entire agreement and supersede all prior understandings.

15.2 Amendments

We may modify these Terms with 30 days' notice for material changes. Continued use constitutes acceptance.

15.3 Severability

If any provision is invalid, remaining provisions remain in effect. Invalid provisions will be modified minimally to make enforceable.

15.4 Waiver

No waiver is effective unless in writing. Waiver of one breach does not waive other breaches.

15.5 Assignment

You may not assign these Terms without our written consent. We may assign in connection with merger, acquisition, or sale of assets with notice to you.

15.6 Independent Contractors

The parties are independent contractors. These Terms do not create partnership, joint venture, employment, or agency.

15.7 Force Majeure

Neither party is liable for delays from causes beyond reasonable control. If Force Majeure continues 30+ days, either party may terminate with written notice.

15.8 Export Compliance

You will comply with all export/import laws and represent you are not in embargoed countries or on prohibited party lists.

15.9 Notices

Notices to you may be sent via email to your registered address. Notices to us must be sent to [legal@yourdomain.com] and confirmed by registered mail.

ACKNOWLEDGMENT

BY EXECUTING A MASTER SERVICES AGREEMENT OR ORDER FORM THAT REFERENCES THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.