Miisk LLC · v1.7
Incorporated into the Miisk Service Agreement. Read with the Acceptable Use and Compliance Policy.
These Terms of Service are incorporated into and form part of the Miisk Service Agreement. If these Terms conflict with the signed Service Agreement, the Service Agreement controls. If they conflict with the Acceptable Use and Compliance Policy, that Policy controls as to its subject matter. We may update these Terms. We will give you at least 30 days' written notice of a material change, and the version in force when you signed continues to apply until the change takes effect. If a material change is adverse to you and you do not accept it, you may cancel by written notice before the change takes effect. Your service will then end at the end of that calendar month, no further monthly fees will be charged, and the six-month minimum term in the Service Agreement does not apply to that cancellation. The month in progress remains payable under Section 3 of the Service Agreement. If you keep using the Service after a change takes effect, you accept it.
"Miisk," "we," and "us" mean Miisk LLC. "You" and "Client" mean the business that signed the Service Agreement. The "Service" means the Miisk platform and all software, models, voices, prompts, workflows, integrations, dashboards, and documentation we make available. "Your Content" means information you or your customers supply, including knowledge base material, pricing, schedules, contact lists, and the content of calls and messages. "Output" means anything the Service generates, including call audio, transcripts, message bodies, summaries, and records.
"Suppliers" means our licensors and the service providers whose software, models, telephony, messaging, or infrastructure we use to deliver the Service.
Your agreement with us consists of the signed Service Agreement, the onboarding form attached to it as Exhibit A, these Terms, and the Acceptable Use and Compliance Policy. Order of precedence runs in that sequence, except that the Acceptable Use and Compliance Policy controls over these Terms as to its subject matter.
We grant you a limited, non-exclusive, non-transferable, revocable right to use the Service during your term, for the locations identified in Exhibit A, for your own internal business purposes. That is the entire grant. Nothing else is granted by implication, estoppel, or course of dealing.
The Service and everything in it is owned by us or our licensors. That includes the software, the underlying and fine-tuned models, model weights and parameters, system instructions and prompts, voice personas, conversation designs, scripts, message templates, workflow logic, integrations, dashboards, documentation, and the Miisk name, wordmark, and agent character. You get no ownership interest in any of it, and no trademark licence except a limited right to state factually that you use Miisk.
You may not do any of the following, directly or through anyone else:
Breach of this Part B is a material breach. We may suspend the Service immediately and without notice on a reasonable belief that it has occurred, and the liability limit in Part G does not apply to your breach of this Part. Our Suppliers are intended third-party beneficiaries of this Part B and may enforce it directly, and the disclaimers and limitations of liability in these Terms apply equally to them. That right is conditional: before enforcing this Part against you, the beneficiary must notify us and allow us 10 business days to take the matter up with you first.
You keep ownership of Your Content. You grant us a non-exclusive licence to host, process, transmit, display, and adapt Your Content for the purpose of operating and supporting the Service for you, and to disclose it to our Suppliers. You represent that you hold the rights to give us Your Content and that our use of it as permitted here will not infringe anyone's rights.
The onboarding fee is a fee for the work of configuring the Service. It does not transfer ownership of the Service, the platform prompts, the models, or the conversation designs. You own the source material you gave us. On termination we will provide an export of Your Content and your call and message records in a commercially reasonable format; we are not obliged to provide prompts, system instructions, model configuration, or anything else that would let the build be reconstructed on another platform.
If you send us suggestions, feature requests, or comments about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them for any purpose, with no obligation to you and no compensation.
We may create and use aggregated and de-identified data derived from use of the Service to operate, secure, analyse, and improve it, provided the result cannot reasonably be used to identify you, your customers, or any individual, and is not presented in a way that identifies you.
We do not guarantee any result. We make no representation, warranty, or commitment as to the number or proportion of calls answered, messages delivered, leads captured or qualified, appointments booked, appointments kept, memberships sold, revenue generated, cost saved, response time, conversion rate, or return on investment. Nothing in our marketing, website, pricing material, demonstrations, case studies, proposals, or conversations with our people is a warranty, a guarantee, a service level, or a term of your agreement.
The Service is an automated system built on probabilistic models. It can misunderstand, produce inaccurate, incomplete, outdated, or fabricated information, mishear, mis-transcribe, answer outside its instructions, or fail to answer. You are responsible for reviewing what the Service tells your customers and for honouring or correcting it. Nothing the Service says sets a price, creates or varies a membership or contract, guarantees availability, or binds us.
The Service does not provide medical, health, legal, financial, or other professional advice, and must not be configured or relied on to do so. It is not an emergency service. It must not be used to receive or handle emergency, medical, or safety-critical communications. You must route those to a person and tell your customers how to reach one.
The Service is provided "as is" and "as available." To the fullest extent permitted by law we disclaim all warranties, express, implied, statutory, or otherwise, including the implied warranties of merchantability, fitness for a particular purpose, accuracy, quiet enjoyment, and non-infringement, and any warranty arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, secure, error-free, or free from harmful components, or that any defect will be corrected.
You confirm that in deciding to enter your agreement you relied only on what is written in the signed Service Agreement, these Terms, and the Acceptable Use and Compliance Policy, and not on any other statement, projection, estimate, demonstration, or assurance, whether made by us or on our behalf. Any estimate or projection you were shown was illustrative only.
We will use commercially reasonable efforts to keep the Service available. We give no uptime commitment unless one is stated in a separate service level document signed by us.
The Service depends on third parties, including telephony carriers, message aggregators, email infrastructure, model providers, and the platform we license. Interruption, filtering, throttling, blocking, suspension, or degradation caused by a carrier, aggregator, upstream provider, or your own systems, CRM, or network is not a breach by us and does not entitle you to a refund or a reduction in fees.
We may suspend or stop the Service, in whole or in part, for non-payment as provided in the Service Agreement, to perform maintenance, to protect the Service or other clients, to comply with law or a carrier requirement, or where we reasonably believe your use breaches Part B or the Acceptable Use and Compliance Policy. We will give notice where it is practical to do so.
Telephone numbers are a public resource administered under federal law and allocated to carriers, which assign them to subscribers. Nobody holds title to a telephone number. What matters in practice is who is the subscriber of record with the carrier, because a number can only be moved on an authorisation that matches the carrier's account record. This Part sets out where each number stands. Which case applies to each of your numbers is recorded in Exhibit A.
If you keep your existing number with your own carrier and forward it to a Miisk line, that number remains entirely yours. You stay the subscriber of record, we acquire no interest in it, and nothing in your agreement limits your ability to move it, keep it, or stop forwarding it at any time. On termination you simply stop forwarding. This is the arrangement we recommend where the number already carries your marketing.
If you ask us to port a number you already hold onto our platform, the account of record moves to us or to our platform provider. From that point you cannot port the number independently, because a port requires an authorisation matching the carrier's account record and that record will no longer name you.
On termination we will cooperate with a request to port that number to you or to a provider you name. Within five business days of a properly submitted port request we will do the things that are ours to do: supply the account information a gaining carrier requires, and sign or approve the letter of authorisation. We will do so for 60 days after termination, after which the number may be released. We may charge a reasonable administrative fee for that assistance.
Two limits on that commitment. The five business days covers our own steps. We are neither the carrier nor the platform provider, so we cannot control how quickly either of them acts, their processing times, or the accuracy of records we do not hold. And where the number is enabled for messaging, its association with a registered campaign does not travel with it. Your brand registration remains yours, but the receiving provider must re-establish the campaign association for that number, and we are not responsible for delay or interruption in that process.
If we provision a new number for you, that number belongs to us or to our platform provider throughout. You are not the subscriber of record, you have no right to port it, and it does not transfer to you on termination. When your service ends the number may be released or reassigned. A number we provision cannot be ported out to you or to any other provider, at any time, including on termination. Our platform provider permits porting out only for a number a client ported in, so this is not something we can offer you even by agreement.
Because of this, do not build your marketing around a number we provide. Before you put a Miisk-provisioned number on signage, print, vehicle wraps, your Google Business Profile, paid advertising, directory listings, or your website, understand that you will lose that number when your service ends and that any spend attached to it is at your own risk. If you want a number you can keep, either keep your own and forward it under E1, or port in a number you already hold under E2. Ask us before you commit any spend against a provisioned number.
We cannot guarantee that a particular number, area code, or vanity arrangement will be available. If a number has to change for a carrier, regulatory, or technical reason outside our control, we will tell you as soon as we reasonably can and work with you on the transition, but the change itself is not a breach of your agreement.
You will defend, indemnify, and hold harmless Miisk LLC, its affiliates, our Suppliers, and their officers, employees, and agents against any claim, demand, action, proceeding, penalty, fine, loss, damage, cost, and expense, including reasonable legal fees, arising out of or relating to:
We will defend you against a third-party claim that the Service, used as permitted, infringes a United States patent, copyright, or trademark, and will pay damages finally awarded. This does not apply to a claim arising from Your Content, from your configuration or instructions, from use outside your agreement, from combination with anything we did not supply, or from any modified version of the Service. We may at our option modify the Service, procure the right to continue, or terminate and refund fees paid for the unused period.
Neither side is liable for indirect, incidental, special, consequential, exemplary, or punitive loss, or for lost profits, lost revenue, lost business, lost bookings, lost members, lost data, or reputational harm, however caused, even if advised of the possibility.
Our total aggregate liability arising out of or relating to your agreement is limited to the fees you paid us in the three months immediately before the event giving rise to the claim. This cap does not limit your indemnity obligations under G1, your payment obligations, or your liability for breach of Part B.
Term, cancellation, and notice are governed by the signed Service Agreement. In addition, either side may terminate immediately on written notice if the other commits a material breach that is not cured within 15 days of notice, or becomes insolvent, ceases business, or has an insolvency proceeding commenced against it. We may terminate immediately, without a cure period, for breach of Part B or of the Acceptable Use and Compliance Policy, or where continued service would expose us to legal or carrier risk.
On termination your right to use the Service ends at once. Fees accrued to the end of the final month remain payable and are not prorated. We will hold your data for 30 days for export, then delete it in the ordinary course, except where we must retain it. Parts B, C, E, G, and this Part survive termination, together with any provision that by its nature should.
Before filing anything, the complaining side must give the other 30 days' written notice describing the problem and a genuine opportunity to resolve it.
Any claim must be brought individually. Both sides waive any right to bring, join, or participate in a class, collective, consolidated, or representative action, and both sides waive trial by jury. Your agreement is governed by the laws of the State of Utah, without regard to its conflict of laws rules. Venue is the state and federal courts located in Utah County, Utah, and both sides consent to personal jurisdiction there. Any claim must be brought within one year after it arises, to the extent that limit is enforceable.