Master Service Agreement

Version: v1.0 (2026-05-01) Effective Date: 2026-05-01

This Master Service Agreement ("MSA" or "Agreement") is between 2073166 Alberta Inc., operating as Achieve IT ("Provider", "we", "us") and the customer identified in the Order ("Customer", "you"). The Provider and Customer are each a "Party" and collectively the "Parties".

This MSA governs Customer's use of the Ultimate Email Management System (the "Service"). The commercial details specific to Customer (plan, pricing, billing, start date, connected mailbox count) are set out in the Order, which for standard online signup is the plan configuration and payment Customer completed at signup. For Enterprise customers, the Order is a separately executed statement of work.

1. Definitions

"Affiliate" means an entity that controls, is controlled by, or is under common control with a Party.

"Agreement" means this MSA, the Order, the Terms of Service, the Privacy Policy, and (if applicable) the Data Processing Addendum.

"Authorized Users" means employees, contractors, or agents of Customer whom Customer permits to use the Service on Customer's behalf.

"Confidential Information" means non-public information that one Party discloses to the other in connection with the Agreement that is marked as confidential or that a reasonable person would understand to be confidential. Customer Content is Customer's Confidential Information.

"Customer Content" has the meaning in Section 5.1 of the Terms of Service.

"Fees" means the amounts owed by Customer to Provider per the Order.

"Order" means the plan, pricing, and configuration Customer selected at signup, or a separately executed statement of work for Enterprise customers.

"Service" means the Ultimate Email Management System, a managed AI email assistant offered by Provider, including the client portal, the admin tooling operated by Provider on Customer's behalf, and any associated documentation.

"Subscription Term" means the term set out in the Order (typically month-to-month or annual).

2. Service Description

2.1 What we do

Provider will provide the Service to Customer per this Agreement. The Service includes:

• onboarding the Customer onto the Service (mailbox connection, knowledge base seeding, style training, guardrail configuration);
• ongoing operation of the AI email assistant, including drafting, optional auto-reply, learning from Customer feedback, and guardrail enforcement;
• monitoring, support, and tuning during the Subscription Term;
• security operations including incident response per Provider's incident-response runbook.

2.2 Service modes

Customer selects one of three modes: Draft, Hybrid, or Full Auto-Reply. The selected mode applies to each connected mailbox; different mailboxes may run in different modes.

2.3 First-30-days lock

For the first thirty (30) days following go-live of any newly connected mailbox, the Service will operate in Hybrid mode at most, regardless of the mode Customer selected. This is a trust-building period; Full Auto-Reply unlocks automatically after 30 days if Customer has opted for it and the go-live acceptance bar (per onboarding-flow.md §3 Phase 7) has been met.

2.4 Safety guardrails

The Service enforces default guardrails that route certain categories of email to human review rather than auto-reply, including legal advice, financial advice, and any content the Service's internal safety review deems unsafe. Customer may add guardrails via the portal; Customer may not remove the default guardrails.

2.5 Changes to the Service

We may improve, modify, or update the Service from time to time. We will not materially reduce functionality during an active Subscription Term without reasonable prior notice. Customer's remedy for a material reduction is to terminate the affected portion of the Service per Section 11.3.

3. Customer Responsibilities

3.1 Authority and authorization

Customer represents that it has the right to provide all Customer Content to Provider and to authorize Provider to access the connected mailboxes. Customer is responsible for obtaining any consents required from its end users or third parties under applicable law, including privacy and anti-spam law.

3.2 Cooperation

Customer will cooperate in onboarding, including providing reference material, sample emails, and timely responses during the onboarding phases. Provider's timeline commitments in Section 4.1 assume reasonable Customer cooperation.

3.3 Customer-specific guardrails

Customer will identify topics, recipients, or thread categories for which automated replies would be inappropriate for Customer's business, and will configure guardrails accordingly. Provider will assist with configuration; Customer is responsible for the final guardrail set.

3.4 Mode selection

Customer is responsible for selecting and maintaining the appropriate mode (Draft/Hybrid/Auto) for its business. Provider may recommend but will not unilaterally change Customer's mode except as allowed in Section 2.3 (first-30-days lock) or Section 11 (suspension).

3.5 Review of outputs

Customer is responsible for reviewing drafts produced in Draft mode and Hybrid mode before sending. In Full Auto-Reply mode, Customer is responsible for the content auto-sent on its behalf subject to the safety guardrails.

3.6 Use within scope

Customer will use the Service only within the volume, user, and mailbox limits of its plan per the Order. Excess use may be billed as overage per Section 8.3 or may require a plan upgrade.

4. Onboarding

4.1 Timeline

Provider will complete onboarding per the timeline targets for Customer's tier, measured from the date of paid signup, assuming reasonable Customer cooperation:

4.2 Delays

If Customer fails to provide required cooperation or material within a reasonable time, the onboarding timeline is paused until Customer resumes cooperation. Prolonged inactivity may result in suspension per Section 11.

4.3 Go-live

"Go-live" occurs when Customer's connected mailbox(es) begin processing live inbound email in the selected mode and Customer has confirmed acceptance per the go-live bar described in the onboarding flow documentation. Go-live is a material milestone; fees begin to accrue from the signup date regardless.

5. Fees and Payment

5.1 Fees

Fees are as set out in the Order. Fees include the setup fee (one-time, waived for annual commitments per the Order) and the recurring subscription fee for the Subscription Term.

5.2 Payment

Subscription fees are invoiced and paid in advance at the start of each billing period. Payment is by credit card via our payment processor unless otherwise agreed in the Order. Customer authorizes automatic renewal billing for month-to-month and annual plans.

5.3 Overages

If Customer exceeds the plan's stated volume limits (emails per day, mailboxes), Provider will notify Customer and may:

• bill overage at the per-email or per-mailbox rate in the Order; or
• require an upgrade to the next plan tier, effective the following billing period.

Provider will not cut off Service in response to overage without prior notice.

5.4 Taxes

Fees are exclusive of applicable taxes. Customer is responsible for GST/HST, provincial sales tax, or equivalent taxes applicable to its jurisdiction. Provider will add applicable taxes to invoices in accordance with law.

5.5 Late payment

Overdue amounts accrue interest at the lesser of 1.5% per month (compounded monthly) or the maximum permitted by law, from the due date until paid. Provider may suspend the Service for amounts overdue more than 30 days following written notice and a 15-day cure period.

5.6 Disputes

Customer must dispute any invoice in good faith within 30 days of the invoice date; otherwise the invoice is deemed accepted. Undisputed portions of disputed invoices remain due and payable.

5.7 No refunds

Except as expressly provided in this Agreement, fees are non-refundable. Subscription fees are not refundable on termination for convenience mid-term. Setup fees are non-refundable once onboarding has begun.

6. Service Levels

6.1 Availability target

Provider targets 99.5% monthly uptime for the Service, excluding scheduled maintenance and force-majeure events.

6.2 Response target

Provider targets a response time of within 1 hour from email receipt to draft-or-reply for mailboxes in steady-state operation, under normal volume.

6.3 Service credits

If the monthly uptime falls below 99.5% in a given calendar month, Customer may request a service credit in accordance with the following schedule:

Credits must be requested in writing within 30 days of the affected month; credits apply against future fees and are not cash-refundable. Credits are Customer's sole and exclusive remedy for availability failures.

6.4 Exclusions

The availability target excludes downtime caused by:

• scheduled maintenance announced at least 48 hours in advance;
• force-majeure events;
• failures of Customer-provided components (e.g., Customer's email provider outage);
• Customer's own acts or omissions, including Customer-requested changes; or
• suspension per Section 11.

7. Security

7.1 Security controls

Provider will maintain reasonable administrative, physical, and technical safeguards to protect Customer Content against unauthorized access, use, loss, or disclosure. Provider's security posture is described in Provider's security documentation, which Provider will make available to Customer on request.

7.2 Incident notification

Provider will notify Customer without undue delay (and in any event within 72 hours of confirmation) of any security incident that actually affects Customer Content. Notification will include information reasonably necessary to help Customer meet its own notification obligations under applicable law.

7.3 Customer credentials

Customer credentials (OAuth tokens, IMAP/SMTP passwords) are encrypted at rest using envelope encryption with per-user data keys wrapped by a key encryption key held in a managed key-management service. Credentials are decrypted only in memory during Service operations.

7.4 Admin access

Provider staff may access Customer's tenant for support, diagnostics, and remediation. Access is time-bounded, scope-limited, ticketed, and logged. Customer can view the full history of Provider staff access in the portal's Support History view. Every admin action writes to an append-only audit log.

8. Confidentiality

8.1 Obligations

Each Party will:

• use the other's Confidential Information only to perform its obligations and exercise its rights under this Agreement;
• protect the other's Confidential Information using the same degree of care it uses for its own confidential information (and in no event less than reasonable care); and
• not disclose Confidential Information except to its personnel and representatives who need to know and who are bound by obligations at least as protective as this Section.

8.2 Exceptions

Confidential Information does not include information that:

• is or becomes public other than by breach of this Section;
• the recipient already lawfully possessed without a duty of confidentiality;
• is independently developed without use of the discloser's Confidential Information; or
• is rightfully received from a third party without a duty of confidentiality.

8.3 Compelled disclosure

A Party may disclose Confidential Information if required by law or legal process, provided the disclosing Party gives the other Party prompt notice (where legally permitted) and reasonable cooperation in seeking a protective order or equivalent.

8.4 Term

Confidentiality obligations survive termination for five (5) years, except for trade secrets, which are protected for as long as they remain trade secrets.

9. Intellectual Property

9.1 Provider IP

Provider retains all right, title, and interest in the Service, including software, AI models, prompts, guardrail templates, knowledge-base-processing pipelines, and the results of Provider's own operations (including metrics and aggregated de-identified operational data). Except for the rights expressly granted, no rights are granted to Customer.

9.2 Customer IP

Customer retains all right, title, and interest in Customer Content. Section 5.2 of the Terms of Service governs the license Customer grants Provider to use Customer Content to provide the Service.

9.3 Feedback

Customer grants Provider a perpetual, irrevocable, royalty-free license to use feedback, suggestions, or ideas Customer provides about the Service.

9.4 AI output ownership

As between the Parties, Customer owns the AI outputs generated by the Service for Customer's use. Customer acknowledges that similar outputs may be generated by the Service for other customers based on their own inputs; no claim of exclusivity in AI outputs is granted.

10. Representations and Warranties

10.1 Mutual

Each Party represents and warrants that (a) it has the legal capacity and authority to enter into this Agreement, and (b) its performance under this Agreement will not violate any third-party right or applicable law.

10.2 Provider

Provider warrants that it will provide the Service in a professional and workmanlike manner, substantially in accordance with the description of the Service in this Agreement.

10.3 Customer

Customer represents and warrants that it has the right to provide Customer Content to Provider and to authorize Provider's access to connected mailboxes, and that Customer's use of the Service will comply with applicable law including privacy and anti-spam law.

10.4 Disclaimers

Except for the warranties expressly set out in this Agreement, the Service is provided "as is" and Provider disclaims all other warranties to the maximum extent permitted by law, as set out in the Terms of Service.

11. Suspension and Termination

11.1 Suspension by Provider

Provider may suspend all or part of the Service if:

• Customer's use violates the Terms of Service or applicable law;
• Customer's use poses a security risk to Provider or its other customers;
• Customer fails to pay fees as set out in Section 5.5; or
• Provider is required to suspend by law or legal process.

Provider will give notice of suspension when feasible and will limit the scope and duration of suspension to what is reasonably necessary.

11.2 Termination for convenience

Customer may terminate the Subscription Term with 30 days' written notice to [email protected]. Termination is effective at the end of the next full billing period after the 30-day notice.

11.3 Termination for cause

Either Party may terminate this Agreement immediately on written notice if the other Party materially breaches this Agreement and fails to cure within 30 days of written notice of the breach. Provider may terminate immediately on written notice for any breach of Section 7 (Prohibited Uses) of the Terms of Service that creates material risk.

11.4 Effect of termination

Upon termination:

• Customer's access to the Service ends at the effective date of termination;
• Provider will, at Customer's written request within 30 days of termination, provide an export of Customer's knowledge base, style profile, and learned memory in a machine-readable format;
• Provider will delete Customer Content within 30 days of termination, except to the extent retention is required by law or for the period and purposes described in Provider's retention policy;
• Fees accrued before termination remain payable; fees paid in advance for periods after termination are non-refundable except where Customer terminates for Provider's uncured material breach, in which case prepaid fees for the unused remainder of the term are refunded pro rata.

11.5 Survival

Sections 5 (for accrued and unpaid fees), 7.2, 8, 9, 10.4, 11.4, 11.5, 12, 13, and 14 survive termination.

12. Limitation of Liability

12.1 Exclusion of indirect damages

To the maximum extent permitted by applicable law, neither Party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, data, goodwill, or business opportunity.

12.2 Cap

Each Party's aggregate liability arising out of or relating to this Agreement will not exceed the greater of (a) the Fees paid by Customer to Provider in the twelve (12) months immediately preceding the event giving rise to liability, and (b) $10,000 CAD.

12.3 Exceptions

Sections 12.1 and 12.2 do not limit: (a) Customer's obligation to pay Fees; (b) either Party's liability for gross negligence, wilful misconduct, or fraud; (c) either Party's indemnification obligations; (d) breach of confidentiality; or (e) any liability that cannot be limited under applicable law.

13. Indemnification

13.1 By Provider

Provider will defend Customer against any third-party claim alleging that the Service, as provided by Provider and used in accordance with this Agreement, infringes a third party's intellectual-property right, and will pay damages finally awarded (or agreed to in settlement) attributable to such claim. This does not apply to claims arising from Customer Content, Customer's modifications, or Customer's use of the Service in combination with other products where the combination is the cause of the infringement.

13.2 By Customer

Customer will defend Provider against any third-party claim arising from (a) Customer Content, (b) Customer's breach of Section 10.3, or (c) Customer's violation of applicable law in its use of the Service.

13.3 Procedure

The indemnified Party will give prompt notice, cooperate in defense, and not settle without the indemnifying Party's written consent (not to be unreasonably withheld). The indemnifying Party controls the defense and settlement, subject to the indemnified Party's right to participate with its own counsel at its own expense.

13.4 Provider's mitigation options

If the Service is alleged to infringe, Provider may at its option: (a) procure for Customer the right to continue using the Service; (b) modify the Service to be non-infringing; or (c) terminate the affected portion of the Service and refund any pre-paid fees for the unused remainder of the term. These options are Provider's exclusive obligations for infringement claims.

14. Notices

Notices must be sent to [email protected] for Provider and to the primary contact email on file for Customer. Notices are deemed received on the business day following transmission, provided no bounce or error is received.

15. Governing Law, Venue, and Dispute Resolution

This MSA is governed by the laws of Alberta, Canada, excluding its conflict-of-laws rules. The Parties submit to the exclusive jurisdiction of the courts of Alberta, Canada, except that either Party may seek injunctive relief in any court of competent jurisdiction to protect its IP or Confidential Information.

16. General

16.1 Assignment. Customer may not assign this Agreement without Provider's prior written consent, except to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of Customer's business or assets, in which case the assignee must assume all obligations. Provider may assign to an Affiliate or a successor in a merger, acquisition, or sale.

16.2 Entire agreement. This Agreement constitutes the entire agreement between the Parties with respect to the Service and supersedes all prior agreements on the same subject. A purchase order issued by Customer does not modify this Agreement even if signed by Provider.

16.3 Amendments. No amendment is effective unless in writing and signed by an authorized representative of each Party, except that Provider may update the Terms of Service and Privacy Policy as described in those documents.

16.4 Order of precedence. In case of conflict: (a) the Order; (b) this MSA; (c) the DPA; (d) the Terms of Service; (e) the Privacy Policy.

16.5 No waiver. Failure to enforce is not waiver.

16.6 Severability. If a provision is unenforceable, the rest stands, and the unenforceable provision is reformed to the minimum extent.

16.7 Force majeure. Neither Party is liable for failures caused by events beyond its reasonable control, provided the affected Party uses reasonable efforts to mitigate and communicate.

16.8 Publicity. Neither Party will use the other's name or trademarks in marketing without prior written consent. Provider may identify Customer as a customer in a customer list unless Customer objects in writing.

16.9 Counterparts and electronic acceptance. This MSA may be accepted electronically (including via the clickwrap signup flow described in the Terms of Service Section 1) or executed in counterparts, each of which is deemed an original and together constitute one instrument.

By checking the agreement box at signup, Customer accepts this Master Service Agreement, the Terms of Service, and the Privacy Policy, in the versions in effect at the time of acceptance.

Contact

2073166 Alberta Inc., operating as Achieve IT 330 5th Avenue SW, Suite 1800, Calgary, Alberta T2P 0J4, Canada Email: [email protected] GST/HST: 789492881RT0001