Misolla AI — Terms of Service
These Terms of Service ("Terms") govern access to the software, websites, APIs, and AI agents made available by Misolla AI ("Misolla," "we," or "our"). By creating an account, signing an Order Form, or otherwise accessing the Service, the entity or individual accepting these Terms ("Customer" or "you") agrees to be bound by them. If you accept on behalf of an organization, you represent that you have authority to bind it.
Misolla AI is an operating layer for corporate service providers, law firms, and founders. Misolla is not a law firm. We do not provide legal advice, and no attorney-client relationship is created by use of the Service. Output generated by our AI agents and templates is informational only and must be reviewed by qualified legal counsel before it is relied upon or filed with any authority.
1. Definitions
- "Service" means the Misolla AI platform, including web applications, APIs, AI agents (such as Advisor, Drafter, Compliance, OCR, Translator, Researcher, and Scanner), the template engine, the Cowork collaborative editor, KYC/UBO screening workflows, and related integrations and support.
- "Authorized User" means any person Customer permits to access the Service under its account, including employees, contractors, and end clients.
- "Customer Data" means data, documents, identifiers, and communications that Customer or its Authorized Users submit to or generate using the Service.
- "Output" means text, documents, structured data, and other content produced by the Service, including by AI agents and template rendering, in response to Customer inputs.
- "Order Form" means the ordering document or sign-up flow that references these Terms and specifies the plan, fees, and term.
- "Documentation" means the user guides, API references, and policy pages published by Misolla.
2. The Service
2.1 Description
The Service provides software tooling for entity incorporation workflows, legal and corporate document generation (including memoranda and articles of association, board and shareholder resolutions, and related instruments), KYC and ultimate beneficial ownership ("UBO") screening, compliance monitoring, collaborative document editing, and AI-assisted drafting, research, and review. Feature availability depends on the Customer's plan and jurisdiction.
2.2 Private Beta and Evolving Features
The Service is currently offered on a private-beta and enterprise-licensed basis. Features, model behavior, and supported jurisdictions may change as the Service matures. Beta features are provided "as is" and may be modified, limited, or withdrawn.
2.3 Accounts and Authorized Users
Customer is responsible for provisioning Authorized Users, safeguarding credentials and API keys, and all activity under its account. Customer must promptly notify Misolla of any suspected unauthorized access.
2.4 Sub-processors and Third-Party Services
The Service relies on third-party infrastructure providers, AI model providers, identity-verification and sanctions-data providers, and other sub-processors. A current list is available on request and through Customer's data processing agreement. Misolla remains responsible for its sub-processors' acts and omissions to the same extent as for its own.
3. Acceptable Use
Customer and its Authorized Users will not:
- Use the Service to give legal advice to third parties in violation of applicable professional-conduct rules.
- Submit information or generate Output intended to commit fraud, evade sanctions, launder proceeds of crime, or circumvent KYC obligations.
- Upload personal data without a lawful basis, or upload special-category personal data beyond what is reasonably required for identity verification, incorporation, or compliance workflows.
- Reverse engineer, decompile, or extract the underlying models, prompts, weights, or source code, except as allowed by law.
- Build a competing product, or train, fine-tune, or benchmark a competing AI model using the Service.
- Interfere with the Service's integrity, bypass rate limits, scrape non-public endpoints, or probe for vulnerabilities outside a written security-research agreement.
- Access the Service from a jurisdiction subject to comprehensive trade sanctions or in violation of export-control laws.
- Upload malware, infringing content, or material that is unlawful, harassing, or defamatory.
Misolla may suspend access, remove content, or terminate accounts that violate this Section 3, with notice where practicable.
4. Customer Data and Intellectual Property
4.1 Ownership of Customer Data
As between the parties, Customer retains all right, title, and interest in Customer Data and in Output generated for Customer. Customer grants Misolla a limited, non-exclusive, worldwide license to host, process, transmit, and display Customer Data as necessary to provide and secure the Service, address technical issues, comply with law, and produce requested Output.
4.2 No Training on Customer Data
Misolla will not use Customer Data, including documents, identity records, privileged communications, or Output, to train, fine-tune, or evaluate general-purpose AI models made available to other customers. Aggregated, de-identified telemetry that cannot reasonably be re-associated with Customer or any individual may be used to operate, secure, and improve the Service.
4.3 Misolla Intellectual Property
The Service, including its software, templates, prompts, models, workflows, trademarks, and Documentation, remains the exclusive property of Misolla and its licensors. No rights are granted other than the limited, non-exclusive, non-transferable right to use the Service during the subscription term.
4.4 Feedback
Misolla may use suggestions, corrections, or feedback Customer provides without restriction or compensation. Feedback will not include Customer Data unless Customer expressly authorizes it.
4.5 Template Licensing
Standard templates are licensed to Customer on a non-exclusive basis for use in matters handled on the platform. Customer may export and retain rendered documents for its own and client files. Redistribution of raw template files outside Customer's matters is not permitted.
5. AI Output, Informational Nature, and Lawyer Review
5.1 Not Legal Advice
The Service, including all AI agents, templates, research surfaces, and guidance, provides software tooling and informational assistance only. It does not constitute legal, tax, or accounting advice, or a legal opinion. Use of the Service does not create an attorney-client, fiduciary, or advisor relationship between Misolla and Customer, any Authorized User, or any end client. For advice on any specific matter, Customer must consult a qualified lawyer admitted in the relevant jurisdiction.
5.2 AI Output May Be Incomplete or Incorrect
AI-generated Output is probabilistic. It may be inaccurate, outdated, inconsistent, or incomplete, and may reflect biases in training data or in the inputs provided. Jurisdictional rules change frequently and vary by sub-jurisdiction. Misolla does not warrant that any Output reflects the current law or practice of any particular jurisdiction.
5.3 Final Documents Require Lawyer Review
Any incorporation document, resolution, memorandum or articles of association, contract, compliance assessment, or other legally operative document generated through the Service must be reviewed and approved by qualified legal counsel before it is executed, filed, relied upon, or delivered to a client or counterparty. This obligation rests with Customer and the Authorized User responsible for the matter.
5.4 Auditability, Not Warranty
The Service maintains audit trails of prompts, model responses, template versions, and user edits so Customer can trace how Output was produced. Auditability is a transparency feature; it is not a warranty as to accuracy, completeness, or jurisdictional correctness.
5.5 Human-in-the-Loop Obligations
Customer must apply appropriate human review to Output used in regulated workflows, including KYC decisions, sanctions-screening outcomes, UBO determinations, compliance filings, and client-facing deliverables. Automated adoption of Output without human review is not a supported use of the Service.
6. Personal Data and Confidentiality
6.1 Privileged and Sensitive Materials
The Service handles identity documents, proofs of address, corporate records, and communications that may be subject to legal professional privilege. Misolla treats such materials as strictly confidential and applies administrative, technical, and physical safeguards consistent with industry standards for legal-technology providers.
6.2 Data Processing
Where Misolla processes personal data on behalf of Customer, the parties will enter into a data processing agreement covering roles, transfer mechanisms, security, and sub-processors. Customer is the controller of personal data it submits; Misolla acts as processor, except where it determines means and purposes (for example, billing, security monitoring, or aggregated analytics).
6.3 Confidentiality
Each party will protect the other's confidential information with at least the same care it uses for its own, and no less than reasonable care. Confidential information may be disclosed only to personnel and sub-processors with a need to know and under confidentiality obligations. Standard exclusions apply for information that is public, independently developed, or rightfully obtained from a third party.
7. Fees, Taxes, and Renewal
7.1 Fees and Taxes
Customer will pay the fees in the Order Form. Unless stated otherwise, fees are invoiced in advance, due within thirty (30) days, and non-refundable except as required by law. Fees exclude taxes; Customer is responsible for applicable sales, use, VAT, and withholding taxes, excluding taxes on Misolla's net income.
7.2 Renewal
Subscriptions renew for successive terms equal to the initial term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the current term. Misolla may adjust fees at renewal with prior written notice.
8. Term, Suspension, and Termination
8.1 Term
These Terms begin on the Effective Date of the first Order Form and continue until all Order Forms have expired or been terminated.
8.2 Termination for Cause
Either party may terminate for material breach not cured within thirty (30) days after written notice. Misolla may suspend or terminate access immediately if Customer's use creates a material security, legal, or compliance risk.
8.3 Effect of Termination
On termination, Customer's right to access the Service ends. For ninety (90) days after termination, Misolla will make Customer Data available for export in a commercially reasonable format, after which Misolla may delete it subject to legal retention requirements. Sections 3, 4, 5, 6, 9, 10, 11, and 12 survive.
9. Warranties and Disclaimers
9.1 Mutual Warranties
Each party warrants that it has the authority to enter into these Terms and will comply with laws applicable to its performance.
9.2 Service Warranty
Misolla warrants that during an active subscription the Service will perform materially in accordance with its Documentation. As Customer's sole remedy, Misolla will use commercially reasonable efforts to correct any non-conformity or, failing that, terminate the affected subscription and refund pre-paid unused fees.
9.3 Disclaimer
EXCEPT AS EXPRESSLY STATED, THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." MISOLLA DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY OF ACCURACY, COMPLETENESS, OR JURISDICTIONAL CORRECTNESS OF AI-GENERATED OUTPUT. WITHOUT LIMITING THE FOREGOING, MISOLLA DOES NOT WARRANT THAT OUTPUT IS SUITABLE FOR FILING WITH ANY REGISTRY OR AUTHORITY WITHOUT INDEPENDENT LEGAL REVIEW.
10. Indemnification
10.1 By Misolla
Misolla will defend Customer against third-party claims that the Service, used in accordance with these Terms, infringes a valid intellectual-property right, and will pay damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, modifications not made by Misolla, combination with items not provided by Misolla, or use after a non-infringing alternative is offered.
10.2 By Customer
Customer will defend Misolla against third-party claims arising from (a) Customer Data, (b) Customer's use of Output, including any decision to file, execute, or rely on Output without lawyer review, (c) breach of Section 3 (Acceptable Use), or (d) violation of applicable law.
10.3 Procedure
The indemnified party will promptly notify the indemnifying party, allow it to control the defense, and provide reasonable cooperation. No settlement that admits liability or imposes obligations on the indemnified party is effective without its consent.
11. Limitation of Liability
11.1 Exclusion of Indirect Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 Cap on Direct Damages
EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO MISOLLA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.3 Carve-Outs
The limitations in Sections 11.1 and 11.2 do not apply to (a) Customer's payment obligations, (b) either party's indemnification obligations, (c) Customer's breach of Section 3 (Acceptable Use) or Section 4.3 (Misolla Intellectual Property), or (d) liability that cannot be limited under applicable law.
11.4 Allocation of Risk
The fees reflect the allocation of risk in these Terms, and these limitations form an essential basis of the bargain.
12. Governing Law and Dispute Resolution
12.1 Governing Law
These Terms are governed by the laws of the jurisdiction specified in the Order Form, or, if none is specified, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
12.2 Forum
The parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario for any dispute not resolved under Section 12.3, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
12.3 Informal Resolution
Before filing a claim, the parties will attempt in good faith to resolve any dispute through escalation to senior representatives for at least thirty (30) days.
13. General
13.1 Changes to the Terms
Misolla may update these Terms. For material changes, Misolla will give notice at least thirty (30) days before they take effect, by email to the account administrator or through the Service. Continued use after the effective date constitutes acceptance.
13.2 Assignment
Neither party may assign these Terms without the other's prior written consent, except that either party may assign to an affiliate or to a successor in a merger, acquisition, or sale of substantially all assets on written notice.
13.3 Force Majeure
Neither party is liable for delays or failures caused by events beyond its reasonable control, including acts of God, war, civil unrest, labor disputes, internet or cloud-infrastructure failures, or governmental action.
13.4 Notices
Notices must be in writing and sent to the addresses in the Order Form or, for Misolla, to [email protected].
13.5 Publicity
Misolla may identify Customer by name and logo on its website and marketing materials, subject to reasonable trademark guidelines. Customer may opt out by notice to [email protected].
13.6 Export and Sanctions
Each party will comply with applicable export-control and sanctions laws. Customer represents that it, its Authorized Users, and its end clients are not located in or controlled by persons in a sanctioned jurisdiction and are not on any restricted-party list.
13.7 Entire Agreement; Order of Precedence
These Terms, together with any Order Form, data processing agreement, and referenced policies, form the entire agreement between the parties. In case of conflict, the Order Form controls over these Terms, and these Terms control over Documentation.
13.8 Severability, Waiver, and Relationship
If any provision is held unenforceable, the remainder stays in effect and the provision will be modified to the minimum extent needed. A failure to enforce a right is not a waiver. The parties are independent contractors; nothing in these Terms creates a partnership, agency, or employment relationship.
13.9 Contact
Questions about these Terms may be directed to [email protected].
This draft is AI-generated and must be reviewed and approved by qualified legal counsel before use.