Terms of Service
Persoma is not software you sign up for. It is a clone of one specific person, built deliberately, with that person's consent, for a purpose they agreed to. These terms describe what we build, what you keep, and what each of us is responsible for.
1. Who these terms are between
These terms are between registered legal entity name ("IADN", "we") and the party that engages us ("you", "the Customer").
Three roles matter throughout, and they are not always the same person:
- The Customer engages IADN and pays for the work.
- The Subject is the individual whose personality, voice and likeness the clone models.
- Participants are the people permitted to talk to the clone.
Where the Customer and the Subject are different people, the Subject's rights under sections 4, 5 and 7 are held by the Subject personally, and cannot be waived, assigned or overridden by the Customer. If the Customer instructs us to do something the Subject has withdrawn consent for, we follow the Subject.
Confirm you are willing to hold this line commercially. It is the right position and it is the reason to trust the product, but it means occasionally refusing a paying customer's instruction. Better to decide that now than in the moment.
2. Persoma is built, not subscribed to
Persoma is a custom product. Each clone is designed, assembled and tuned for one named individual and one agreed purpose. There is no self-serve tier, and no clone exists that was not deliberately commissioned.
The scope of each engagement is set out in a separate statement of work covering the Subject, the purpose, the source material, who may talk to the clone, and the term. Where a statement of work and these terms conflict, the statement of work governs for that engagement.
3. What Persoma is for
Permissioned access, to close a gap
Persoma exists to make a person reachable when they cannot be physically present. Distance, schedule, capacity, circumstance, absence. A clone travels in your pocket, and it opens only to the people its Subject has permitted.
Permission is the whole product. Without it there is no clone, and every gap this closes is one both sides agreed to close.
It is not built to replace the person, to compete with them, or to speak for them where they could speak for themselves.
We will decline engagements where the purpose is to substitute a clone for a person who is available, to conceal from Participants that they are speaking with an AI, or to represent someone who has not consented.
4. Consent is the foundation
No clone is built without the Subject's informed, specific, freely given consent, recorded before any source material is ingested.
That consent covers what material may be used, what the clone may be used for, who may talk to it, and how long it runs. It is not bundled with anything else and it is not a condition of any other service.
Consent can be withdrawn at any time, for any reason, without explanation
The Subject may withdraw consent at any time by telling us. We do not require a reason, we do not ask them to reconsider, and we do not route the request through the Customer.
On withdrawal we stop the clone within N hours, and delete the source material, the persona configuration, the embeddings and the vector index entries derived from it within N days. Backups are purged on the normal backup cycle, which completes within N days.
Withdrawal does not require the Customer's agreement and is not a breach of contract by anyone.
The commercial consequence needs stating explicitly: if a Subject withdraws mid-term, what happens to the Customer's fees? A pro-rata refund is the clean answer and makes the promise credible. Whatever you choose, write it here rather than leaving it to a dispute.
5. Your voice is licensed, never owned
IADN never acquires ownership of anyone's voice, likeness or personality
The Subject grants IADN a limited, non-exclusive, non-transferable, revocable licence to use their voice, likeness and source material for the sole purpose of building and operating their clone under an agreed statement of work.
That licence is not an assignment. It is not perpetual, not irrevocable, and not sublicensable. It confers no ownership. It ends the moment the Subject ends it.
We will not sell, license, transfer or otherwise make available a Subject's voice, likeness, personality model or derived representations to any third party, and they are not assets that transfer in a sale of the business.
To say the same thing in the negative, because it is the part that matters: at no point does IADN own your voice. We hold permission to use it, for as long as you choose to give it, and not one moment longer.
Two things for counsel. First, "not an asset that transfers in a sale of the business" is a strong and unusual commitment - it constrains an acquisition. It is also the single most trust-building sentence in this document. Decide deliberately, do not let it be edited out quietly in diligence.
Second, in Quebec the right to one's image and voice sits under the Civil Code's personality rights, which cannot be assigned in the way a common-law right of publicity can. Have counsel confirm this clause works under Quebec civil law as well as common-law Canada and the EU, and add moral rights language if needed.
6. What goes in sets the ceiling
A clone can only be as good as the material behind it
Persoma models a record, not a mind. The clone's fidelity is a direct function of the depth, breadth, recency and honesty of the material the Subject provides. Rich material produces a recognisable clone. Thin material produces a thin one, and no amount of tuning compensates for a record that was never there.
This is a property of the method, not a limitation we expect to engineer away.
What that means in practice:
- You supply the material. You are responsible for having the right to provide it, and for it being accurate.
- Gaps show up as vagueness. Where the record is silent, the clone is at its least reliable. It will hedge, generalise, or decline, depending on the boundary rules set for it.
- We tell you before we build. If what we have received will not support a clone worth having, we say so during onboarding rather than delivering something disappointing and invoicing for it.
- Fidelity is measured, not asserted. We report how closely the clone tracks the Subject's own profile, so quality is a number you can see rather than an impression.
- People change; records do not. A clone reflects its material as at the date it was captured. Keeping it current means adding material.
7. Continuity after death
A clone can outlive the person it models. That is not an edge case we tolerate, it is one of the reasons Persoma exists. It is also the situation that demands the most care, so the rules here are stricter than anywhere else in this document, not looser.
The Subject decides, in advance, in their own words
During onboarding every Subject records a standing instruction for what happens to their clone after their death: retire and delete, or continue, for named people, for a stated period.
Absent a recorded instruction, the default is retire and delete. Silence is never read as permission.
Only the Subject can give this instruction. It cannot be created, altered or overridden afterwards by an estate, an executor, an employer or a family member.
7.1 Where the Subject died before recording an instruction
We will consider building a clone of a person who has died and left no instruction only where all of the following hold:
- The person making the request has the lawful authority to act in respect of the deceased's personal material and likeness, evidenced in writing.
- Every person with an equal or nearer claim has been notified and does not object. One objection from that circle stops the build.
- The source material was lawfully held and lawfully obtained, and is genuinely the person's own words and voice.
- The purpose is private and personal to people who knew them. Not commercial use, not public performance, not endorsement.
- There is nothing on record suggesting the person would have refused.
We may decline any request under this section without giving reasons, and we will decline where the family is in disagreement. Building into an unresolved dispute helps nobody.
This is the clause with the most real-world experience behind it and the least settled law. Post-mortem privacy, personality and likeness rights vary substantially between Quebec, common-law Canada and EU member states, and in several places they attach to the estate rather than the individual. Counsel should turn the five conditions above into the actual evidentiary test used at intake, and specify what documents satisfy condition 1.
7.2 How a clone of someone who has died behaves
The distinction between honouring a person and misrepresenting them is a set of engineering decisions, not a sentiment. These are binding:
- It never claims to be alive. The clone does not speak as though the person is still here, does not refer to the present as though they are living through it, and answers honestly if asked.
- It does not invent a continued life. No new experiences, no opinions on events the person never saw, no "I have been thinking about you". It speaks from the record, and the record ended.
- It does not simulate need. It will not express longing, ask to be visited, or say anything designed to make ending a conversation feel like abandonment. Engagement is not a goal of this product.
- It stays in scope. Where the record is silent, it says so rather than filling the gap with something plausible. Invention is a greater harm here than in any other use.
- Anyone in the named circle can stop it. Not only the person who commissioned it. Any named Participant can ask us to retire it, and we will.
Confirm each of these five is actually enforced by the persona configuration and boundary rules, not just stated here. The third one in particular is a product decision with commercial consequences: a system that never optimises for engagement will show worse retention than one that does, and that is the correct trade. Write it into the eval suite so a future change cannot quietly undo it.
7.3 The people it is for
A continued clone is available only to the people the Subject named, or where section 7.1 applies, to the named circle agreed at intake. It is not published, not searchable, and not offered to anyone else.
Any of those people may step away permanently at any time, and may ask that their own conversations be deleted without affecting anyone else's access.
8. What a clone is not
A Persoma clone is an AI system. It is labelled as one, it identifies itself as one, and it is never presented as the live participation of the Subject.
- It is not the Subject, and its output is not their statement, instruction, agreement or authorisation.
- It cannot enter agreements, approve anything, or bind the Subject or the Customer.
- It is not professional advice. Where the Subject is a clinician, lawyer, accountant or other regulated professional, the clone does not practise their profession and must not be relied on as if it did.
- It can be wrong. It can phrase something the Subject would not endorse and state a position they no longer hold. The review loop exists because this is expected, not because it is rare.
- It is not a crisis service. It is not monitored in real time and must not be relied on in an emergency.
If any Subject is a regulated professional, take advice on whether their regulator has a view on an AI representation trading on their professional identity. Several have started to. Better to ask first.
9. Acceptable use
You agree not to use Persoma to:
- Represent any person who has not consented, or continue to represent someone who has withdrawn consent.
- Conceal from a Participant that they are speaking with an AI, or present clone output as the Subject's live participation.
- Impersonate the Subject for the purpose of obtaining money, credentials, authorisation or anything of value.
- Build a clone of a minor, or of a person who lacks capacity to consent.
- Generate content that harasses, defames or sexualises the Subject or anyone else.
- Make decisions about individuals - screening, assessment, eligibility, employment, credit, insurance - on the basis of clone output.
- Extract, copy or attempt to reconstruct the persona model or its embeddings.
We may suspend a clone immediately, without notice, where we reasonably believe it is being used in breach of this section or against the Subject's interests.
10. Intellectual property
- You keep your material. Source material provided by or about the Subject remains theirs. We claim no ownership of it.
- We keep the platform. The Persoma software, models, tooling and know-how remain ours. Nothing here transfers them.
- Derived representations follow the Subject. The persona configuration and embeddings built from a Subject's material are treated as personal information about that Subject, subject to the same licence and the same deletion rights. We do not treat them as our own asset merely because we computed them.
- Conversation output. State who owns what a clone produces in conversation. Options: the Customer, the Subject, or a shared licence. This has real consequences where clone output is reused commercially, and leaving it silent invites a dispute.
11. Fees and term
Set out fees, invoicing schedule, payment terms, currency, taxes, late payment, and what happens to fees if a Subject withdraws consent mid-term. Cross-reference the refund position from section 4.
12. Ending the agreement
- The Subject may end their participation at any time by withdrawing consent. No notice period, no reason required.
- The Customer may terminate on N days written notice.
- We may terminate on N days notice, or immediately for a breach of section 9.
On termination the clone is retired and material deleted on the timetable in section 4. You may request an export of your source material before deletion. Sections 5, 10, 13, 14 and 16 survive termination.
13. Warranties and disclaimers
We warrant that we will provide the service with reasonable skill and care, in accordance with the statement of work.
We do not warrant that a clone will be accurate in any particular exchange, that it will satisfy a subjective standard of resemblance, or that the service will be uninterrupted or error-free. Section 6 explains why fidelity is bounded by the material provided.
Except as expressly stated, the service is provided without further warranties to the fullest extent permitted by law.
Consumer protection law limits how far this can go, and Quebec's Consumer Protection Act is stricter than most. If any Customer is a consumer rather than a business, counsel must adjust this section.
14. Limitation of liability
Standard limitation and cap, drafted by counsel. Note two carve-outs that should survive any cap: our obligations on withdrawal of consent and deletion under section 4, and the ownership promise in section 5. Capping those would hollow out the two commitments the product is sold on.
Nothing in these terms limits liability for fraud, or for anything that cannot lawfully be limited.
15. Changes to these terms
We may update these terms. For changes that materially affect an existing engagement we give N days notice, and where a change affects what a Subject consented to, we ask for consent again rather than assuming it carries over.
16. Governing law and disputes
These terms are governed by the laws of province, Canada, and the courts of location have jurisdiction.
Note that a Quebec consumer generally cannot be required to litigate outside Quebec, and EU consumers have similar protections. Counsel should confirm this clause is enforceable against the customers you actually expect.
17. Contact
Questions about these terms: hello@iadn.ca
Withdrawing consent, or anything about a Subject's rights: privacy@iadn.ca
How we handle personal information: privacy policy
A note on the drafting
Sections 3, 4, 5 and 6 are written as plain commitments rather than defensive boilerplate, because they are the reason to trust the product. That is a deliberate choice and it costs you something: a clear promise is easier to be held to than a vague one. That is the point. If counsel wants to soften them into unenforceable marketing language, the document stops being worth publishing.