MiCompli Terms of Service

Version 1.0 — Beta release Effective date: [RENDERED AS DATA FIELD — set at counsel approval; per evergreen ruling, version and effective date display from document metadata, never hand-typed prose]

1. Acceptance of These Terms

These Terms of Service ("Terms") are a binding agreement between MiCompli, a product of Compli LLC, a Michigan limited liability company ("MiCompli," "we," "us"), and the business entity that registers for an account ("Subscriber," "you").

You accept these Terms by checking the acceptance box during registration. The acceptance box is never pre-checked; your acceptance is affirmative, and we log the date, time, and the version of the Terms you accepted. Continued use of the Service after acceptance, including use of any document generated by the Service, constitutes ongoing acceptance of these Terms.

MiCompli is a business-to-business service. By registering, you represent that you are acting on behalf of a business entity, that you are authorized to bind that entity to these Terms, and that you are not registering as a consumer for personal, family, or household purposes.

2. What MiCompli Is — and What It Is Not

MiCompli is a compliance software platform for Michigan employers. The Service generates compliance documents (including employee handbooks, summary plan descriptions, premium only plan documents, HR letters, and required notices), tracks paid-leave balances, monitors identified sources of Michigan and federal employer-compliance law for changes, and provides related tools.

MiCompli is not a law firm, and no part of the Service is legal advice. No attorney-client relationship is created by your use of the Service. Documents generated by the Service are compliance tools produced from templates and the information you supply. They are not a substitute for consultation with qualified legal counsel about your specific circumstances. For certain document types, the Service will display a recommendation that you have legal counsel review the output before use; that recommendation is professional due diligence, not a limitation on your ownership of the document.

The Service may decline to generate certain documents. Where the information you supply indicates circumstances in which a template document could create legal exposure — for example, certain termination scenarios — the Service is designed to decline generation and recommend that you consult a licensed attorney or advisor. This behavior is an intentional feature of the Service.

3. Your Account

You must provide accurate registration information and keep it current. You are responsible for all activity under your account and for safeguarding your password, which you choose when you complete account setup after payment. If we later offer sign-in through a third-party identity service, your use of that service will also be subject to its own terms. [COUNSEL: this Section previously described sign-in as provided through Google, which is not implemented — the Service uses email and password. The prior wording both named a method that does not exist and omitted the one that does, while making the Subscriber responsible for credentials it did not acknowledge. Google sign-in remains a cutover requirement; this Section is re-touched when it ships.]

4. Subscription, Billing, and Cancellation

Fees. The Service is offered at the subscription price displayed at signup, currently $79 per month. Annual prepayment is offered at a 10% discount.

Annual prepayment is non-refundable. If you prepay annually and cancel before the end of the annual term, no refund or credit is issued for the unused portion. [COUNSEL: confirm enforceability of no-refund term as drafted and whether conspicuous-disclosure formatting at checkout is sufficient.]

Payment processing. Payments are processed by our third-party payment processor (currently Stripe). MiCompli does not store your full payment card details.

Cancellation. You may cancel at any time from your account settings. Cancellation stops future billing at the end of the current billing period. Cancellation does not delete your data. Your account and documents remain accessible in read-only or reduced form as described in the Service, so that your compliance records are never destroyed by a billing event.

Account deletion. Account deletion is a separate, deliberate action. Before deletion, the Service prompts you to download your Audit Package. Deletion requires typed confirmation. Deleted accounts are recoverable for 30 days, after which data is permanently removed except where retention is required by law or for our legitimate audit and legal-defense purposes.

5. Your Responsibilities

The Service computes obligations, caps, deadlines, and document content from the information you declare — most importantly your employee headcount, plan year dates, and company profile. You are responsible for the accuracy of the information you provide. Computed outputs (for example, paid-leave caps under Michigan's Earned Sick Time Act, or health-benefit cost limits under Public Act 152) are only as accurate as your declared inputs.

Certain compliance obligations exist in the physical world and cannot be completed inside software. Where the Service identifies such an obligation — for example, physically posting a required labor law notice at your worksite, or distributing a required annual notice to your employees — the Service will present the action and ask you to attest to its completion. Your attestation is your representation that the real-world action occurred. MiCompli records your attestations with your typed name and a date/time stamp, and relies on them. MiCompli does not distribute documents or notices directly to your employees and does not verify physical posting.

You agree not to: use the Service for any unlawful purpose; misrepresent your headcount, entity type, or other profile facts; upload any content you are not permitted to share; attempt to probe, disable, or circumvent the Service's security or its document-generation safeguards (including the refusal behaviors described in Section 2); resell or provide the Service to third parties except through a distribution arrangement authorized in writing by Compli LLC; or use the Service to develop a competing product.

6. Prohibited Data

The Service is designed so that certain categories of data never enter the platform, and you agree not to submit them:

If you submit prohibited data despite these controls, you do so in breach of these Terms, and you are solely responsible for the consequences.

7. Document Ownership and License

Documents generated by the Service from your information belong to you. Upon generation, MiCompli assigns to you all right, title, and interest it may have in the content of your generated documents, and you may use, edit, reproduce, and distribute them for your business purposes without restriction. What you do with a generated document — including whether to have counsel review it, how to deliver it, and whether to rely on it — is solely your decision and responsibility.

Everything else — the platform, software, templates, template language as embodied in the Service, monitoring systems, question-and-answer corpus, trademarks, and all other intellectual property of the Service — remains the exclusive property of Compli LLC. You receive only a limited, non-exclusive, non-transferable subscription right to use the Service during your subscription term.

You grant MiCompli a limited license to process the information and content you submit solely to provide the Service to you.

8. Monitoring and Updates — Our Promise and Its Limits

MiCompli monitors an identified registry of statutory, regulatory, and agency sources relevant to Michigan employer compliance, and notifies you when a monitored change affects your documents so they can be regenerated. This monitoring is performed through automated systems with human oversight.

We make this promise with honest limits: MiCompli makes commercially reasonable efforts to detect and flag changes in its monitored sources, but does not guarantee that every legal change will be caught, or caught in real time, and does not monitor sources outside its identified registry. The recommendation to review significant documents with qualified counsel remains in place precisely because counsel review is a second layer of assurance that software cannot replace.

9. Disclaimer of Warranties

THE SERVICE AND ALL GENERATED DOCUMENTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, MICOMPLI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MICOMPLI DOES NOT WARRANT THAT ANY GENERATED DOCUMENT SATISFIES THE LEGAL REQUIREMENTS OF YOUR SPECIFIC CIRCUMSTANCES, THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL LEGAL CHANGES WILL BE DETECTED.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (a) MICOMPLI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR ANY GENERATED DOCUMENT, UNDER ANY THEORY OF LIABILITY, IS LIMITED TO THE SUBSCRIPTION FEES YOU PAID TO MICOMPLI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND (b) MICOMPLI IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, FINES, PENALTIES, OR REGULATORY ASSESSMENTS, EVEN IF ADVISED OF THEIR POSSIBILITY.

Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for a party's own gross negligence, willful misconduct, or fraud. [COUNSEL: confirm carve-out wording and cap structure under Michigan law.]

11. Indemnification

You agree to defend, indemnify, and hold harmless Compli LLC, MiCompli, and their members, managers, officers, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of: (a) your use of the Service or any generated document; (b) your violation of these Terms, including submission of prohibited data; (c) your violation of applicable law, including employment, benefits, and privacy law; or (d) any dispute between you and your employees, applicants, or former employees relating to documents generated by or actions tracked in the Service. [COUNSEL: confirm scope; clause (a) is broad by design — narrow if enforceability concerns.]

12. Suspension and Termination by MiCompli

We may suspend or terminate your access for material breach of these Terms, including submission of prohibited data, non-payment, or abuse of the Service. Where practicable we will provide notice and an opportunity to cure. Sections 7 (as to ownership already assigned), 9, 10, 11, 13, and 14 survive termination.

13. Governing Law and Disputes

These Terms are governed by the laws of the State of Michigan, without regard to conflict-of-law rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Michigan. [COUNSEL DECISION REQUIRED: whether to adopt a mandatory arbitration clause with class-action waiver in place of court venue. Architecture supports either; this draft defaults to Michigan courts pending your advice.]

14. General

Changes to these Terms. We may update these Terms. Material changes require your re-acceptance at next sign-in, and we log the version you accept. Non-material changes are effective when posted.

Entire agreement. These Terms, together with the Privacy Policy and any written distribution agreement, are the entire agreement between you and MiCompli regarding the Service.

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

Severability. If any provision is held unenforceable, the remainder stays in effect, and the unenforceable provision is reformed to the minimum extent necessary.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

Notices; contact. Notices to MiCompli: support@micompli.biz. Notices to you: the email address on your account.

15. Change History

Version 1.0 — draft, pending counsel review. This document has not yet taken effect and no subscriber has accepted it, so edits made during counsel review are recorded here rather than by a version bump. The version moves when the text changes after acceptance is possible.