Updated: October 2, 2025
These Terms and Conditions (the "Terms") are a legally binding agreement between Mikla AI Inc. ("Mikla AI," "we," "our," or "us") and the entity or individual ("Customer," "you," or "your") that accesses or uses the Mikla AI website, applications, AI receptionist platform, or related services (collectively, the "Services"). By creating an account, signing a Service Order, or otherwise using the Services, you agree to be bound by these Terms and by any additional terms referenced herein. If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization. If you do not agree to these Terms, you must not access or use the Services.
2.1 Description. Mikla AI provides AI-powered receptionist and lead management tools designed for wedding and event professionals, including call handling, messaging, appointment booking, analytics, and integrations with supported third-party systems.
2.2 Service Orders. Specific subscription tiers, usage limits, feature sets, and pricing may be described in an executed order form, online checkout flow, or other mutually agreed document (each a "Service Order"). In the event of a conflict between a Service Order and these Terms, the Service Order controls with respect to the subject matter of that Service Order.
2.3 Modifications. We may enhance or modify the Services from time to time, provided that any material reduction in core functionality will be communicated in advance. We will maintain backward compatibility for active integrations where commercially reasonable.
3.1 Eligibility. The Services are intended for business use only. You must be at least 18 years old and have the capacity to enter into a contract to create an account.
3.2 Account Information. You agree to provide accurate, current, and complete account information and to update it promptly when changes occur. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account.
3.3 Security Measures. You must implement reasonable safeguards to protect access to the Services, including restricting access to authorized personnel, using strong passwords or multi-factor authentication, and promptly notifying us at contact@mikla.ai of any suspected compromise or unauthorized use.
4.1 Fees. Subscription fees and any usage-based charges are described in the applicable Service Order or price schedule. Fees are quoted and payable in the currency specified in the order.
4.2 Billing and Taxes. Unless otherwise stated, fees are invoiced in advance for the applicable subscription term and are non-refundable except as expressly provided herein. You are responsible for all applicable taxes, duties, or governmental assessments, excluding taxes based on our net income. We may collect and remit taxes when required by law.
4.3 Payment Methods. You authorize Mikla AI and our payment processor (e.g., Stripe) to charge the payment method on file for all fees due. You must maintain valid payment information and ensure sufficient funds.
4.4 Late Payments. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend access to the Services for accounts that are more than 15 days past due after providing notice.
4.5 Auto-Renewal. Subscriptions renew automatically for successive terms equal in length to the initial term unless either party provides written notice of non-renewal at least 30 days before the end of the current term.
5.1 Customer Content. You are solely responsible for the accuracy, quality, legality, and means of acquiring all data, content, and materials ("Customer Content") you submit to or through the Services.
5.2 Consents. You will obtain and maintain all notices, consents, and permissions required to allow Mikla AI to process Customer Content and to contact lead or end-user information in accordance with applicable laws, including privacy, anti-spam, and marketing regulations.
5.3 Customer Systems. You are responsible for configuring any call forwarding, calendar availability, email routing, or third-party integrations necessary to make use of the Services.
6.1 Prohibited Conduct. You must not (and must not permit any third party to):
6.2 Fair Use. We may monitor usage for compliance with these Terms. If we reasonably determine that your use exceeds reasonable limits for your plan, we may work with you to reduce usage or require an upgrade.
7.1 Ownership. As between the parties, you retain all rights, title, and interest in and to Customer Content. Mikla AI retains all rights, title, and interest in and to the Services, including all software, models, tools, documentation, and intellectual property.
7.2 License to Mikla AI. You grant Mikla AI a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, and display Customer Content solely as necessary to provide and improve the Services and to fulfill our obligations under these Terms.
7.3 Aggregated Data. We may generate and use aggregated, de-identified, or anonymized data derived from the Services for analytics, benchmarking, product improvement, and marketing purposes, provided such data does not identify you or any individual.
7.4 Feedback. If you submit suggestions, ideas, or feedback regarding the Services, you grant us a perpetual, irrevocable, worldwide license to use and exploit that feedback without restriction or compensation, provided we do not publicly identify you as the source without consent.
8.1 Integration Partners. The Services may interoperate with third-party products, applications, or services (such as calendar systems, communication platforms, analytics tools, or CRMs). Your use of any third-party service is subject to the provider’s terms, and Mikla AI is not responsible for any third-party service or for any disclosure, modification, or deletion of Customer Content resulting from access by such services.
8.2 Third-Party Fees. You are responsible for any fees or charges imposed by third-party services you connect to the Services.
9.1 Definition. "Confidential Information" means non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer Content and the terms of any Service Order constitute Confidential Information.
9.2 Obligations. Each party will protect the other party’s Confidential Information using at least the same level of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information may be used only to perform obligations or exercise rights under these Terms.
9.3 Exclusions. Confidential Information does not include information that: (a) is or becomes generally available to the public without breach of these Terms; (b) was known to the receiving party before disclosure; (c) is received from a third party without restriction; or (d) is independently developed without use of the disclosing party’s Confidential Information.
9.4 Compelled Disclosure. A party may disclose Confidential Information to the extent required by law, regulation, or court order, provided it gives the other party prompt written notice (unless prohibited) and cooperates with any efforts to seek confidential treatment.
10.1 Security. We implement administrative, technical, and physical safeguards designed to protect Customer Content in accordance with industry standards. You acknowledge that no method of transmission or storage is completely secure.
10.2 Privacy Policy. Our Privacy Policy, available at https://mikla.ai/privacy, describes how we collect, use, and protect personal information in connection with the Services. By using the Services, you consent to the processing of personal information as described in the Privacy Policy and may contact us at contact@mikla.ai with privacy-related questions.
10.3 Data Processing Agreements. Where required, we will execute data processing agreements or Standard Contractual Clauses to support cross-border transfers or controller/processor relationships.
From time to time, we may invite you to access beta features, pilots, or trials. Beta services are provided "as is" without warranty, may be subject to additional terms, and may be discontinued at any time. Data uploaded or generated during a beta may be deleted after the beta period unless otherwise agreed.
12.1 Term. These Terms commence on the date you first accept them and continue until all subscriptions and Service Orders have expired or been terminated.
12.2 Termination for Cause. Either party may terminate these Terms or an affected Service Order upon written notice if the other party materially breaches and fails to cure the breach within 30 days after receipt of notice. We may terminate immediately for non-payment, violation of the Acceptable Use Policy, or if continued provision of the Services to you is unlawful.
12.3 Termination for Convenience. Unless otherwise specified in a Service Order, you may terminate your subscription for convenience by providing at least 30 days’ written notice, effective at the end of the then-current term. Fees paid are non-refundable except where mandated by law.
12.4 Effect of Termination. Upon termination or expiration, your right to access the Services ceases, and you must cease all use. We will make Customer Content available for export for 30 days following termination (except in cases of termination for non-payment or legal violation). After that period, we may delete Customer Content, subject to applicable law.
12.5 Survival. Sections 4, 5, 6, 7, 8, 9, 10, 12.4, 13, 14, 15, 16, and 17 survive termination.
13.1 Mutual Warranties. Each party represents that it has the legal authority to enter into these Terms and that its performance will comply with applicable laws.
13.2 Service Warranty. We warrant that the Services will perform materially in accordance with the documentation under normal use. Your exclusive remedy for a breach of this warranty is for us to use commercially reasonable efforts to correct the non-conformity or, if we are unable to do so within a reasonable time, for you to terminate the affected Services and receive a prorated refund of prepaid, unused fees.
13.3 Disclaimer. Except as expressly stated in these Terms, the Services are provided "as is" and we disclaim all other warranties, express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, non-infringement, and any warranties arising from course of dealing or usage of trade. We do not guarantee uninterrupted or error-free operation of the Services or that the Services will meet your requirements.
14.1 By Mikla AI. We will defend and indemnify you against third-party claims alleging that the Services infringe or misappropriate a valid intellectual property right, provided you promptly notify us in writing, grant us sole control of the defense and settlement, and provide reasonable cooperation. If the Services become the subject of an infringement claim, we may (at our option): (a) procure the right for you to continue using the Services; (b) replace or modify the Services to make them non-infringing; or (c) terminate the affected Services and issue a prorated refund of prepaid, unused fees. We have no obligation for claims arising from your Customer Content, combination of the Services with non-Mikla products, or use in breach of these Terms.
14.2 By Customer. You will defend and indemnify Mikla AI, our affiliates, and personnel against third-party claims or liabilities arising out of (a) Customer Content, including alleged violations of privacy or intellectual property rights; (b) your use of the Services in violation of these Terms or applicable law; or (c) any business practices or promises you make to your end users. We will promptly notify you of the claim, give you control of the defense and settlement, and provide reasonable cooperation at your expense.
15.1 Indirect Damages. To the fullest extent permitted by law, neither party is liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, data, or business opportunities, even if advised of the possibility of such damages.
15.2 Cap on Liability. Except for (a) your payment obligations, (b) your indemnification obligations, or (c) damages arising from a party’s gross negligence, willful misconduct, or fraud, each party’s total cumulative liability arising out of or relating to these Terms is limited to the fees paid or payable by you to Mikla AI for the Services giving rise to the claim during the 12 months preceding the event giving rise to liability.
15.3 Exclusions. Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraudulent misrepresentation, or for any other liability that cannot be excluded under applicable law.
16.1 Governing Law. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. Mandatory consumer protection rules of other jurisdictions may apply to the extent you qualify as a consumer under those laws; however, the Services are intended for business use.
16.2 Jurisdiction. The parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada, for any disputes arising out of or relating to these Terms, subject to Section 16.3.
16.3 Informal Resolution. Before commencing any legal action, the parties will attempt to resolve disputes informally and in good faith by notifying the other party in writing and allowing at least 30 days for discussion.
16.4 Injunctive Relief. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its Confidential Information or intellectual property rights.
17.1 Changes to Terms. We may update these Terms from time to time by posting the revised version on our website and indicating the "Last updated" date. Material changes will be communicated via email or in-product notice. Your continued use of the Services after the effective date of the revised Terms constitutes acceptance.
17.2 Assignment. You may not assign or transfer these Terms or any rights or obligations without our prior written consent, except to an affiliate or successor in a merger, acquisition, or sale of substantially all assets, provided you give notice and the assignee assumes all obligations. We may assign these Terms without restriction.
17.3 Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship.
17.4 Force Majeure. Neither party is liable for failure or delay in performance due to causes beyond its reasonable control, including natural disasters, acts of government, labor disputes, power outages, or internet service disruptions, provided the affected party takes reasonable steps to mitigate the impact.
17.5 Notices. Formal notices must be in writing. Notices to Mikla AI must be sent to contact@mikla.ai with a copy to any address provided upon request. We will send notices to the email address on file for your account or to another address you designate in writing.
17.6 Entire Agreement. These Terms, together with any Service Orders and applicable policies referenced herein (including the Privacy Policy), constitute the entire agreement between the parties and supersede prior proposals or agreements relating to the subject matter. Any conflicting or additional terms in purchase orders or other documents are void unless expressly agreed in writing by both parties.
17.7 Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be replaced by an enforceable provision that most closely reflects the parties’ intent.
17.8 Waiver. Failure to enforce any provision is not a waiver of future enforcement of that or any other provision. Any waiver must be in writing and signed by the waiving party.
17.9 Headings. Section headings are for convenience only and do not affect interpretation.
If you have questions about these Terms, please contact us at contact@mikla.ai.
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