Terms of Service

Version: v1.1 (2026-05-27) Effective Date: 2026-05-27

1. Acceptance of Terms

These Terms of Service ("Terms") govern your use of the Ultimate Email Management System (the "Service"), operated by Achieve IT ("we", "us", "our"). By creating an account, checking the agreement box at signup, or using the Service, you ("you", "Customer") agree to these Terms and to the Master Service Agreement referenced below.

If you are agreeing on behalf of a company or other organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

If you do not agree to these Terms, do not use the Service.

2. Related Documents

These Terms incorporate by reference:

• The Master Service Agreement (the "MSA") at master-service-agreement.md, which governs the commercial terms of your use of the Service.
• The Privacy Policy at privacy-policy.md, which describes how we handle personal data.
• The Data Processing Addendum at data-processing-addendum.md, which applies when you are a controller and we are a processor of personal data under applicable privacy law.

If there is a conflict, the MSA governs commercial terms and the Privacy Policy/DPA governs personal-data handling; these Terms govern all other aspects of Service use.

3. Account Eligibility

You may use the Service only if:

• you are at least the age of majority in your jurisdiction;
• you have the legal capacity to enter into a contract;
• you are not barred from using the Service under applicable law; and
• your use complies with all laws applicable to you, including without limitation laws governing email, privacy, and consumer protection (including, in Canada, Canada's Anti-Spam Legislation ("CASL") and the Personal Information Protection and Electronic Documents Act ("PIPEDA"), and in the United States, the CAN-SPAM Act and applicable state privacy laws).

4. Accounts and Security

4.1 Registration

You will provide accurate, current, and complete information when registering. You will keep this information up to date.

4.2 Authentication

You must secure your account using the authentication methods we require, including multi-factor authentication ("MFA") for privileged accounts. You are responsible for activity under your account, except activity caused by our breach of these Terms.

4.3 Notification of unauthorized use

You will notify us immediately at [email protected] if you learn of unauthorized access to your account or any other security breach affecting your use of the Service.

5. Your Content

5.1 Ownership

You retain all ownership rights in the data and content you submit to, or connect to, the Service, including email content accessed through connected mailboxes, documents uploaded to the knowledge base, and any output generated on your behalf ("Customer Content").

5.2 License to Us

You grant us a limited, non-exclusive, worldwide, royalty-free license to access, process, store, transmit, and display Customer Content solely as needed to provide, maintain, secure, and improve the Service for you. This license ends when your account is terminated, subject to the data-retention terms in the MSA.

5.3 Restrictions on our use

We will not:

• sell Customer Content to third parties;
• use Customer Content to train our own general-purpose models; or
• share Customer Content with other customers.

Achieve IT staff cannot read Customer Content outside of a logged, ticketed support session. Every such session is recorded in your Support History with actor, ticket id, reason, and timestamps; we cannot turn that audit off.

We may use aggregate, de-identified operational metrics (e.g., total emails processed, latency distributions, error rates) that cannot reasonably be used to identify you or any individual.

5.4 Third-party AI model and training

To draft replies, we send Customer Content to a third-party AI model provider (a Subprocessor identified on our subprocessors page). On our standard service tier, that provider may use Customer Content as training data per its own published terms. We do not control the provider's training policy. If you require a contractual no-training guarantee, contact us for our no-training AI tier, which uses a different provider at premium pricing and is documented in a separate written addendum.

6. AI Output

6.1 Nature of AI output

The Service uses large language models to generate drafts, classifications, and replies. These outputs are probabilistic and may be incorrect, incomplete, biased, or offensive despite our guardrails. You are responsible for reviewing AI outputs before they are sent on your behalf, except where you have explicitly selected an auto-reply mode and the output passes our safety-review controls.

6.2 No professional advice

AI outputs do not constitute legal, financial, medical, or other professional advice. Our safety guardrails (see Section 7) are designed to route such content to human review; you agree not to rely on auto-replied content for matters where professional advice is required.

6.3 AI disclosure

When the Service sends an auto-reply on your behalf, we may include a brief disclosure noting the message was AI-generated. You will not configure the Service in a way that causes AI-generated messages to be presented to recipients as written personally by a human when they were not.

6.4 Accuracy

We do not warrant the accuracy of any specific AI output. We warrant only that the Service will be operated as described in the MSA.

7. Prohibited Uses

You will not, and will not permit any user of your account to:

• use the Service for any unlawful purpose or in violation of any applicable law, including spam, fraud, harassment, impersonation, or infringement of intellectual-property or privacy rights;
• use the Service to send bulk unsolicited commercial email or communications in violation of CASL, CAN-SPAM, or similar laws;
• attempt to circumvent, disable, reverse-engineer, or probe for weaknesses in the Service, except as permitted by applicable law or by a written authorization from us (e.g., a coordinated disclosure program);
• submit to the Service content that is unlawful, defamatory, pornographic, or that infringes third-party rights;
• attempt to submit content specifically designed to manipulate AI outputs in order to cause harm to us, our other customers, or third parties (including prompt-injection attacks);
• use the Service to process personal data of individuals in jurisdictions where you have not obtained the required legal basis (e.g., consent, contract necessity) for that processing;
• resell, sublicense, or provide the Service to a third party without our written consent, except to your own end users of your own products;
• extract or derive information from the Service for the purpose of building a competing product;
• use automated means to access the Service except as expressly permitted by documented APIs; or
• exceed the volume, rate, or scope limits of your plan without upgrading.

We may suspend or terminate accounts for violations of this Section, with notice where feasible. Egregious violations (active attack, illegal content, material risk to us or other customers) may be suspended immediately.

8. Third-Party Services

The Service connects to third-party services you authorize, including email providers (Google, Microsoft, or any IMAP/SMTP provider you configure). Your use of those services is governed by the third party's terms, not these Terms. You are responsible for maintaining your rights to use those services and for any fees charged by those third parties.

9. Intellectual Property

9.1 Our IP

We own all right, title, and interest in and to the Service, including software, documentation, workflows, prompts, guardrail templates, and trademarks, other than Customer Content. No rights are granted except as expressly set out in these Terms and the MSA.

9.2 Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, royalty-free license to use that feedback to improve the Service. Feedback is not Confidential Information.

10. Availability and Changes

10.1 Availability

We target the service-level commitments described in the MSA. We do not guarantee uninterrupted availability.

10.2 Changes to the Service

We may change the Service from time to time, including adding, removing, or altering features. We will not make material reductions in functionality without reasonable prior notice; your remedy for a material reduction is termination per the MSA.

10.3 Changes to these Terms

We may update these Terms by posting the updated version at [achieveit.ca/terms] and, for material changes, providing at least 30 days' prior notice by email to your primary contact. Continued use of the Service after the effective date of the update constitutes acceptance of the updated Terms. If you do not accept an update, you may terminate per the MSA.

11. Termination

11.1 By you

You may terminate your account at any time as set out in the MSA.

11.2 By us

We may suspend or terminate your account for material breach of these Terms, for non-payment per the MSA, or for the reasons permitted in Section 7. For cause, we will provide notice and a reasonable opportunity to cure where feasible.

11.3 Effect

Upon termination, your right to use the Service ends. Data return and deletion are governed by the MSA.

12. Disclaimers

The Service is provided "as is" and "as available." To the maximum extent permitted by applicable law, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising out of course of dealing or usage of trade.

We do not warrant that:

• the Service will be uninterrupted or error-free;
• AI outputs will be accurate, complete, or suitable for any particular purpose;
• the Service will be compatible with any specific third-party service beyond those we list as supported; or
• the Service will meet your requirements.

Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions, our warranties are limited to the minimum period and scope required by law.

13. Limitation of Liability

13.1 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, arising out of or relating to these Terms or the Service, even if that party has been advised of the possibility of such damages.

13.2 Cap on direct damages

Our aggregate liability to you arising out of or relating to these Terms and the Service will not exceed the fees you paid to us for the Service in the twelve (12) months immediately preceding the event giving rise to the liability.

13.3 Exceptions

Sections 13.1 and 13.2 do not limit: (a) your obligation to pay fees owed; (b) either party's liability for gross negligence, wilful misconduct, or fraud; (c) either party's indemnification obligations under the MSA; or (d) any liability that cannot be limited under applicable law.

14. Indemnification

You will defend, indemnify, and hold us harmless from and against any third-party claim arising out of: (a) your breach of these Terms or the MSA; (b) Customer Content; or (c) your violation of applicable law. We will promptly notify you of any such claim, cooperate in the defense, and not settle without your consent (not to be unreasonably withheld).

15. Governing Law and Disputes

15.1 Governing law

These Terms are governed by the laws of Alberta, Canada, excluding its conflict-of-laws rules.

15.2 Venue

The courts of Alberta, Canada have exclusive jurisdiction over any dispute arising out of these Terms, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its IP or confidential information.

15.3 Class action waiver

To the extent permitted by applicable law, each party waives any right to bring or participate in a class, collective, or representative action against the other.

15.4 Survival

Sections that by their nature should survive termination (including Sections 5.1, 9, 12, 13, 14, 15, and 16) will survive.

16. Miscellaneous

16.1 Entire agreement. These Terms, the MSA, the Privacy Policy, and (where applicable) the DPA constitute the entire agreement between the parties with respect to the Service and supersede any prior agreements on the same subject.

16.2 Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms to a successor in connection with a merger, acquisition, or sale of substantially all of our assets.

16.3 Notices. Notices to us must be sent to [email protected]. Notices to you may be sent to the email address on file for your account.

16.4 No waiver. Failure to enforce a provision is not a waiver of that provision.

16.5 Severability. If a provision is held unenforceable, the remainder remains in effect, and the unenforceable provision will be reformed to the minimum extent necessary to make it enforceable.

16.6 Force majeure. Neither party is liable for failures caused by events beyond its reasonable control, provided the affected party uses reasonable efforts to mitigate.

16.7 No agency. These Terms create no agency, partnership, joint venture, or employment relationship.

16.8 English language. The parties have expressly requested that these Terms and all related documents be drafted in English. (Quebec-specific alternative language may be required if signing Quebec clients: "Les parties ont expressément demandé que ces conditions et tous les documents connexes soient rédigés en anglais." Confirm with counsel for Quebec clients.)

Contact

Achieve IT 330 5th Avenue SW, Suite 1800, Calgary, Alberta T2P 0J4, Canada Email: [email protected] (general support) · [email protected] (legal notices)