Miigwech AI Solutions – Terms of Sale and Use (miigCloud Line)

Effective Date: January 26, 2026
Governing Law: Ontario, Canada

These Terms of Sale and Use ("Terms") govern the purchase and use of the miigCloud Line on‑premises systems ("miigCloud Line", "Product"). By placing an order for, accepting delivery of, or using miigCloud Line, you agree to be bound by these Terms.

1. Parties and Scope

1.1 Parties

These Terms form a binding legal agreement between you ("Customer", "you", or "your") and Miigwech AI Solutions Inc. ("Miigwech", "we", "us", or "our").

1.2 Business Use

miigCloud Line is offered on a business‑to‑business basis and is intended for use by organizations, institutions, and communities, not individual consumers. Nothing in these Terms is intended to limit any non‑waivable statutory rights that may apply to you under applicable consumer protection legislation.

1.3 Scope of Agreement

These Terms govern:

• Sale and delivery of miigCloud Line hardware and embedded system software
• Any perpetual or bundled software licenses included with the Product
• Your use of the Product within your own environment

These Terms do not create a recurring subscription service, managed hosting service, or remote administration relationship.

1.4 Order of Precedence

If there is a conflict between documents, the following order applies:

• Any mutually executed purchase agreement or order form
• Any product‑specific addenda explicitly referencing miigCloud Line
• These Terms
• The Privacy Policy

1.5 Amendments

We may update these Terms for future purchases. The version in effect on the date of your order applies to that purchase. Material changes will not retroactively modify executed sales unless agreed in writing.

2. Definitions

For purposes of these Terms:

• "Product" means the miigCloud Line hardware appliance, including embedded system software and bundled local applications delivered by Miigwech.
• "Bundled Applications" means software shipped on the Product, such as miigFlashPaper and the sovereignty / CLOUD Act exposure monitor.
• "Customer Environment" means your physical premises, network, and infrastructure where the Product is installed.
• "Customer Content" means any data, files, configurations, or other materials that you or your users store or process on miigCloud Line.
• "Documentation" means technical and user documentation we provide relating to installation, configuration, and use of miigCloud Line.

3. Product Description and Architecture

3.1 On‑Premises Hardware and Software

miigCloud Line is a physical device installed within your environment and operated solely under your control. It provides sovereign data storage, RBAC capabilities, and the ability to host applications, static files, and web content within your own network.

3.2 No Remote Access by Miigwech

Miigwech does not maintain remote access, backdoors, or administrative accounts into your Product. Once delivered, the Product operates under your control, and we do not connect into or manage your environment.

3.3 No Telemetry or Centralized Analytics

miigCloud Line is designed without outbound telemetry to Miigwech. We do not receive usage logs, performance metrics, content, or user identifiers from your deployment.

3.4 Bundled Applications

Bundled Applications, including miigFlashPaper and the sovereignty / CLOUD Act exposure monitor, run locally on the Product within your environment. All Customer Content they process remains under your control and is not transmitted to Miigwech.

3.5 Data Sovereignty Orientation

The Product is architected to support data sovereignty by:

• Operating on hardware physically located within your chosen environment
• Avoiding reliance on U.S. cloud infrastructure and typical SaaS telemetry
• Allowing you to align deployment with OCAP® and other Indigenous data governance principles

3.6 Open Source Roadmap

Miigwech intends to release core components of miigCloud Line as open source within 30–90 days of initial product launch, including the custom HTTP server and orchestration modules. Code will be hosted on Miigwech-controlled infrastructure (not third-party platforms subject to foreign jurisdiction) and made available under standard open source licenses. Once released, you may audit, modify, fork, or replace these components as permitted by the applicable license.

3.7 Independence from Miigwech

Your Product continues to operate regardless of Miigwech's business status. The Product does not require ongoing communication with Miigwech servers, license validation, or vendor support to function. If Miigwech ceases operations, your miigCloud Line deployment continues to run as designed. Once core components are open-sourced (see 3.6), the community may independently maintain, patch, and extend them.

3.8 Optional Diagnostic Assistance

From time to time, and only at your explicit request, Miigwech may provide limited diagnostic assistance. This may include your voluntary provision of configuration snippets, log excerpts, or other technical information that you choose to share. Miigwech will not initiate remote connections into your environment or enable remote administration features unless: (a) you have expressly opted in through a separate written agreement or configuration, and (b) any such access is governed by clear technical and contractual safeguards as described in our then‑current documentation and privacy notice.

4. Availability, Updates, and Maintenance

4.1 No Hosted Service or Uptime Commitment

miigCloud Line is not a hosted service. We do not provide uptime guarantees, service level agreements, or continuous remote monitoring.

4.2 Software Updates

We may, at our discretion, make firmware or software updates available. It is your responsibility to decide whether and when to apply updates within your environment. Updates do not require ongoing vendor relationship or internet connectivity—you may obtain and apply them on your own schedule.

4.3 Customer Responsibility for Operation

You are solely responsible for:

• Power, cooling, and physical environment
• Network configuration and connectivity
• Backups, redundancy, and disaster recovery
• Day‑to‑day operation and monitoring of the Product

4.4 No Ongoing Support Obligation

Miigwech does not provide general technical support, managed services, or ongoing administration for miigCloud Line. Any documentation or guidance we provide is for convenience and does not create a continuing duty to support or monitor your deployment.

5. Privacy, Security, and Compliance

5.1 Privacy Policy

Our Privacy Policy for miigCloud Line describes how we handle limited customer information (e.g., invoicing data). It is incorporated by reference into these Terms.

5.2 Customer as Data Controller

You are the data controller for all Customer Content and user information stored or processed on miigCloud Line in your environment. You are responsible for meeting your own legal, regulatory, and community obligations related to that data.

5.3 Security Design

We design miigCloud Line without remote backdoors and without default outbound telemetry to Miigwech. You are responsible for implementing appropriate physical, network, and application‑level security controls in your environment.

5.4 No Data Processing on Behalf of Customer

Miigwech does not process Customer Content on your behalf in the manner of a cloud service provider. Any data residency, sovereignty, or OCAP® alignment arises from how you deploy and govern the Product within your own environment.

6. Customer Obligations and Acceptable Use

6.1 Installation and Configuration

You are responsible for installing, configuring, and operating miigCloud Line in accordance with the Documentation and with applicable laws.

6.2 Lawful Use

You will use the Product only for lawful purposes and in compliance with:

• Applicable laws and regulations
• Community and organizational governance requirements
• Third‑party rights (including privacy and intellectual property)

6.3 Prohibited Activities

You agree not to:

• Use the Product to store or distribute illegal content
• Deploy the Product in ways that violate export, sanctions, or other applicable restrictions
• Introduce malicious code intended to disrupt, damage, or gain unauthorized access to systems
• Use the Product as part of any system intended for unlawful surveillance or rights violations

6.4 Customer Content Responsibility

You represent and warrant that:

• You have all necessary rights to store and process Customer Content on miigCloud Line
• Customer Content and your use of the Product do not violate applicable laws or third‑party rights
• You will obtain and maintain any required consents and notices for individuals whose data you manage

7. Intellectual Property

7.1 Miigwech IP

miigCloud Line's embedded software, firmware, Documentation, and any designs or configurations we provide are owned by Miigwech or its licensors and protected by applicable intellectual property laws. No ownership rights are transferred; you receive only the limited rights expressly granted in these Terms, subject to the open source releases described in Section 3.6.

7.2 License to Embedded Software and Bundled Applications

Subject to these Terms and full payment of applicable fees, Miigwech grants you a perpetual, non‑exclusive, non‑transferable license to use the embedded software and Bundled Applications on the Product for your internal purposes, for as long as you own the associated hardware. This license does not terminate if Miigwech ceases operations or discontinues the Product line.

7.3 Customer Content

You retain all rights to Customer Content. Miigwech does not claim ownership of Customer Content and does not use it, except as may be strictly necessary if you explicitly and separately request diagnostic assistance and provide relevant excerpts.

7.4 Feedback

If you provide suggestions, feedback, or ideas about miigCloud Line, we may use them without restriction or obligation to you.

8. Fees, Payment, and Taxes

8.1 Pricing and Payment Terms

Prices and payment terms are specified in your quotation, invoice, or purchase agreement. Amounts are payable in the currency indicated on the invoice, typically Canadian Dollars (CAD), unless otherwise agreed.

8.2 Invoicing and Payment

Payment is due in accordance with the terms stated on the invoice. If no terms are stated, payment is due within thirty (30) days of invoice date.

8.3 Taxes

Prices are exclusive of applicable taxes (including GST, HST, PST, or similar). You are responsible for all such taxes, duties, and charges, other than taxes on Miigwech's net income.

8.4 Late Payments

We may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law, and may delay shipment of additional Products until payment is received.

8.5 No Refunds

Except where required by law or expressly stated in writing, all sales are final and non‑refundable.

9. Title, Risk of Loss, and Delivery

9.1 Transfer of Title

Title to the hardware component of the Product passes to you upon full payment and delivery, subject to the license restrictions on embedded software and Bundled Applications.

9.2 Risk of Loss

Risk of loss or damage to the Product passes to you upon delivery to the carrier or, where applicable, upon physical handover to you or your designated recipient.

9.3 Inspection and Claims

You should inspect the Product promptly upon receipt and notify us within a reasonable period if there is visible shipping damage or material defects apparent on delivery.

10. Warranties and Disclaimers

10.1 Limited Hardware Warranty (if provided)

If a written limited hardware warranty is provided with the Product or in your purchase agreement, that warranty will govern hardware defects for the specified period and scope.

10.2 No Implied Service Warranty

miigCloud Line is a hardware and on‑premises software product, not a hosted service. We make no warranties regarding uptime, continuous availability, or performance of your environment.

10.3 "As Is" Provision

Except as expressly set out in any written warranty provided with the Product or in a signed purchase agreement, the Product (including embedded software and Bundled Applications) is provided "as is" and "as available." To the maximum extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, title, and non‑infringement.

This reflects the nature of the Product: once delivered, it operates under your control, not ours. We design miigCloud Line to be secure, auditable, and sovereignty-aligned, but we cannot control how it is configured, deployed, or maintained in your environment.

10.4 No Professional Advice

Any outputs, indicators, or metrics displayed by Bundled Applications (including sovereignty or exposure indicators) are informational tools. They are not legal, compliance, or professional advice, and you remain responsible for obtaining appropriate professional guidance where required.

11. Limitation of Liability

11.1 Liability Caps

Miigwech's total liability arising out of or relating to a Product purchase or these Terms is limited to the amount you paid to Miigwech for the specific miigCloud Line unit giving rise to the claim. This reflects the one-time purchase nature of the Product and the fact that it operates independently in your environment after delivery.

11.2 Exclusion of Certain Damages

To the maximum extent permitted by law, Miigwech is not liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or goodwill, or cost of substitute equipment or services, even if advised of the possibility of such damages.

11.3 Exceptions

Nothing in these Terms excludes or limits liability where such exclusion or limitation is prohibited by applicable law, including liability for:

• Gross negligence or willful misconduct
• Death or personal injury caused by negligence
• Certain latent defects or safety-related issues where exclusion is not permitted under applicable product liability, consumer protection, or sale of goods legislation

11.4 Basis of the Bargain

You acknowledge that these limitations and exclusions of liability are an essential basis of the bargain and reflect the capital-purchase, self-operated nature of the Product. We would not be able to supply miigCloud Line at the agreed price without them.

12. Indemnification by Customer

You agree to indemnify, defend, and hold Miigwech harmless from and against any third‑party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• Your use or misuse of miigCloud Line
• Customer Content and data you store or process on the Product
• Your violation of these Terms or applicable laws
• Any claims that your configuration or deployment of the Product infringes third‑party rights

13. Confidentiality

13.1 Definition

"Confidential Information" means non‑public information disclosed by one party to the other that is designated as confidential or that should reasonably be understood to be confidential under the circumstances.

13.2 Obligations

The receiving party will:

• Use Confidential Information only to perform its obligations under these Terms
• Protect it with at least reasonable care
• Not disclose it to third parties except to personnel with a need to know and subject to similar obligations

13.3 Exclusions

Confidential Information does not include information that is or becomes public without breach, is already known to the receiving party, is independently developed, or is required to be disclosed by law (with prompt notice where permitted).

13.4 Duration

Confidentiality obligations survive for three (3) years after disclosure, except trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

14. Dispute Resolution and Governing Law

14.1 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 law principles.

14.2 Informal Resolution

Before initiating formal proceedings, the parties will attempt to resolve disputes in good faith for at least thirty (30) days after written notice of the dispute.

14.3 Arbitration or Courts

Unless otherwise required by law, disputes that cannot be resolved informally may be brought before the courts of Ontario or resolved through binding arbitration in Toronto, Ontario, under applicable Canadian arbitration rules, as specified in any written agreement between the parties. Nothing in this section limits your right to raise concerns or complaints with the Office of the Privacy Commissioner of Canada or any other relevant privacy regulator with jurisdiction.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any applicable purchase agreement and our Privacy Policy for miigCloud Line, form the entire agreement relating to the Product and supersede all prior or contemporaneous understandings.

15.2 Amendments

Amendments must be in writing and signed or otherwise agreed by both parties, except that Miigwech may update standard Terms for future orders as described in Section 1.5.

15.3 Severability

If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to be enforceable.

15.4 Waiver

Failure to enforce a provision is not a waiver of that or any other provision. Any waiver must be in writing.

15.5 Assignment

You may not assign these Terms or any rights or obligations under them without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

15.6 Independent Contractors

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

15.7 Force Majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control (including natural disasters, war, government actions, or widespread network outages). If such an event continues for more than thirty (30) days, either party may terminate the affected order upon written notice.

15.8 Export Compliance

You are responsible for complying with applicable export, import, and sanctions laws regarding your use and transfer of miigCloud Line.

15.9 Notices

Formal notices to Miigwech must be sent to the address or email specified in your invoice or purchase agreement. Notices to you may be sent to the billing or contact address associated with your purchase.

BY PLACING AN ORDER FOR OR USING MIIGCLOUD LINE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.