Archesell Customer Terms of Service

1. The Services and who may use them

1.1 The Services

Archesell provides business customer relationship management software with AI-assisted features (the “Services”). The specific Services made available to Customer are identified in the applicable Order Form and within the Services.

1.2 Business use only

The Services are offered to organizations for business purposes. Archesell does not offer individual consumer accounts, and the Services do not support consumer Google accounts, either for authentication or as connected data sources.

1.3 Where the Services are offered

Archesell offers the Services to organizations located in Canada and the United States. Archesell does not offer the Services to organizations established in the European Economic Area, the United Kingdom or Switzerland, and does not direct the Services to individuals located in those jurisdictions. Customer represents that it is established in Canada or the United States.

1.4 Eligibility

Customer must be able to form a binding contract. Authorized Users must be at least 18 years old and must be acting in the course of their employment or engagement with Customer.

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2. Definitions

2.1 Terms defined here

Where a term is expressly defined in these Terms, that definition applies for the purposes of these Terms.

“Authorized User” means an individual whom Customer permits to access the Services under Customer’s account, including employees and contractors.

“Connected Service” means a third-party service that an Authorized User or Customer connects to the Services, including Google Workspace services and third-party CRM systems.

“Customer Data” means, collectively, Customer Platform Data and Connected-Source Data made available to the Services by or on behalf of Customer. Customer Data does not include Licensed Business Data or Archesell’s own operational, security and product-usage telemetry.

“Order Form” means an ordering document, evaluation agreement or online sign-up flow that references these Terms.

“Output” means summaries, briefs, drafts, prioritization values, signals, recommendations and other material generated by the Services’ AI features.

“Security Incident” means a breach of Archesell’s security leading to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to Customer Data in Archesell’s possession or control. It does not include unsuccessful attempts or activity that does not compromise the security of Customer Data, such as pings, port scans, failed log-in attempts, or denial-of-service attacks.

2.2 Data definitions

The shared data categories used in these Terms — Customer Platform Data, Customer Business Evidence, Connected-Source Data, Derived Data, Licensed Business Data, User Account Data, and the phrase saved as a customer record — have the meanings given in Schedule A.

Schedule A is the canonical source of those definitions for all purposes of these Terms, including where the same terms appear in the Archesell Privacy Policy, an executed data processing addendum or other Archesell documentation.

2.3 Precedence of the definitions

Where a definition in Schedule A differs from a definition of the same term elsewhere, Schedule A governs the interpretation of these Terms. Section 20.2 does not displace this Section.

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3. Accounts, users and administration

3.1 Account security

Customer is responsible for maintaining the confidentiality of account credentials and for all activity occurring under its account. Customer will notify Archesell promptly of any suspected unauthorized access.

3.2 Authorized Users

Customer is responsible for its Authorized Users’ compliance with these Terms. Customer will ensure that each Authorized User is bound by obligations at least as protective as these Terms.

3.3 Administrator authority

Customer may designate administrators. An administrator may manage accounts, roles, access and connections, and may export Customer Data, in each case as provided in the Services. An administrative export contains business records and derived business context. It does not include the content of customer communications, such as email message bodies or meeting transcripts.

3.4 What administration does not include

Administrative privilege alone does not grant access to the content of customer communications. An administrator may not read the body of an email message or the content of a meeting transcript through the Services by virtue of holding an administrative role.

Any exceptional access outside the ordinary content-visibility rules must be permitted by applicable law, by the contractual relationship, and by the requirements applicable to the originating source. Where those source requirements call for specific user consent or another specified basis for human access, those requirements also apply. Such access is governed and audited, and generates an audit record available to Customer.

3.5 Access within Customer’s organization

Access to records and to communication content inside Customer’s workspace is determined by the access-control and communication-visibility rules of the Services, as applied to the roles, reporting relationships and other access settings maintained for Customer’s workspace.

Retention is not visibility. Communication content saved as Customer Business Evidence does not thereby become generally visible across Customer’s organization; access to it remains subject to Customer’s workspace permissions and to Archesell’s communication-visibility controls.

Access to business records may be broader than access to communication content. Broader access to business records does not, by itself, expand access to communication content.

Customer is responsible for accurately maintaining the roles, reporting relationships and other workspace settings under its control, and for reviewing the access those settings produce.

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4. Licence and restrictions

4.1 Licence to Customer

Subject to these Terms and payment of applicable fees, Archesell grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term for Customer’s internal business purposes.

4.2 Restrictions

Customer will not, and will not permit any third party to: (a) copy, modify or create derivative works of the Services; (b) reverse engineer or attempt to derive the source code or underlying models of the Services, except to the extent this restriction is unenforceable under applicable law; (c) resell, sublicense, rent or provide the Services to a third party as a service bureau; (d) use the Services to build a competing product, or to benchmark it for publication without Archesell’s prior written consent; (e) circumvent usage limits or access controls; (f) introduce malicious code; or (g) use the Services in violation of applicable law.

4.3 Acceptable use

Customer will not use the Services to: send unlawful, deceptive, harassing or unsolicited bulk communications; process data that Customer has no lawful right to process; impersonate any person; scrape or harvest data in violation of a third party’s terms; or conduct surveillance of individuals for purposes unrelated to Customer’s legitimate business relationship management.

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5. Customer Data

5.1 Ownership and control

As between the parties, Customer retains all right, title and interest in and to Customer Data. Archesell acquires no rights in Customer Data other than the limited rights granted in this Section 5.

Customer controls the retention and disposition of Customer Platform Data, subject to applicable law, these Terms, and the requirements applicable to the source from which the data originated.

As between the parties, Customer owns Output and Derived Data generated from Customer Data for Customer through the Services, subject to Archesell’s ownership of the Services, including the models, methodologies, software and underlying technology used to generate them. To the extent Derived Data is saved as part of Customer’s governed business record, Customer controls its retention and disposition, subject to applicable law, these Terms and the requirements applicable to the source from which the underlying information originated.

5.2 Licence to Archesell

Customer grants Archesell a non-exclusive licence to host, copy, process, transmit and display Customer Data, Output and Derived Data solely to the extent necessary to provide, secure, maintain and support the Services for Customer, and to comply with law.

This licence continues after termination solely to the extent necessary to perform the export, recovery, deletion, backup-rotation and legally or contractually required retention activities described in Section 15.4 and in the Privacy Policy, and for no other purpose.

5.3 No model training

Archesell does not use Customer Data, Customer Business Evidence or Derived Data to create, train, fine-tune or improve any machine-learning or artificial-intelligence model. This applies to generalized models, foundational models, cross-customer models and customer-specific models.

For clarity, this Section does not prohibit processing Customer Data as input to an AI model solely to generate Output or otherwise provide the Services to Customer and its Authorized Users, provided that such processing does not train, fine-tune or improve the model. Customer Data may be used for inference. It is not used for training.

Archesell contractually prohibits every third-party AI provider it engages from using Customer Data to train or improve that provider’s models.

5.4 Derived information and customer-specific context

The Services adapt to Customer’s business over time. This adaptation is implemented through governed data, memory, retrieval and reasoning at the time a feature runs. It does not train, fine-tune or improve any artificial-intelligence or machine-learning model.

Where adaptive information is derived from an Authorized User’s connected source and has not been saved as a customer record, Archesell uses it only to provide features to that user. Where information has been saved as part of Customer’s governed business record, Archesell may use it to provide customer-facing features within Customer’s workspace, subject to the permissions, use restrictions and other requirements applicable to the originating source.

Information from one customer’s workspace is not used to adapt or provide features for another customer, except as described in the Privacy Policy for de-identified and aggregated information that contains no customer records or communications.

That exception permits only the uses of de-identified and aggregated information expressly described in the Privacy Policy, and is limited to information about product usage and configuration. It does not extend to customer records or communications, or to information derived from them, and it is not a route by which one customer’s business context informs the features provided to another customer. It does not limit, and does not create any exception to, Section 5.3. No information derived from Customer Data, Customer Business Evidence or Derived Data may be used to train, fine-tune or improve any model by reason of having been aggregated or de-identified.

Automated processing and profiling are described in the Privacy Policy.

5.5 Retention

Customer communications and derived information that are intentionally saved as customer business records may be retained for as long as necessary to provide the customer-requested CRM and relationship-management functions for which they were saved, subject to Customer’s deletion controls, termination, applicable law, and the requirements applicable to the originating source.

Connected-source information that is not saved as a customer record follows a short transient or user-scoped lifecycle. Retention periods by category are described in the Privacy Policy.

5.6 Feedback

If Customer provides suggestions or feedback about the Services, Archesell may use it without restriction or obligation. Feedback does not include Customer Data, Customer Business Evidence, Output or Derived Data.

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6. Connected Services

6.1 Customer authorization

Certain features require Customer or an Authorized User to connect a third-party service. Connecting a Connected Service is Customer’s decision.

6.2 Per-user authorization for Google Workspace

Access to Google Workspace services is authorized by each individual Authorized User for that user’s own account. Archesell does not accept domain-wide delegation, and an administrator cannot connect a Google Workspace account on behalf of Customer or on behalf of another Authorized User.

Only organization-managed Google Workspace accounts are eligible. Consumer Google accounts are not supported, for authentication or as a data source.

6.3 Scope of access

Archesell accesses data from a Connected Service only within the scope of the authorization granted, and only to provide the user-facing features for which access was granted. Archesell’s use and transfer of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements. Archesell’s use of information received from Google Workspace APIs also adheres to the Google Workspace API User Data and Developer Policy.

6.4 Third-party services

Connected Services are provided by third parties under their own terms. Archesell does not control them and is not responsible for their availability, accuracy, or acts or omissions.

6.5 Disconnection

An Authorized User may disconnect a Connected Service at any time, within the Services or through that provider’s own controls. Disconnection ends future access through that authorization. Disconnection is not deletion, and does not by itself delete data or records already retained in Customer’s workspace. Deletion and erasure are separate operations, described in Section 15 and in the Privacy Policy.

6.6 Meeting content

Where Customer connects a meeting service, Archesell may ingest meeting transcripts produced by that service. Archesell does not join meetings with a recording bot and does not record audio or video through such a bot. Archesell does not create or use voiceprints or other biometric identifiers to identify or authenticate meeting participants.

Recording and transcription are controlled by Customer’s own meeting-service settings and by the participant notices that service provides.

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7. Customer responsibilities for data

7.1 Lawful basis

Customer represents and warrants that it has all rights, consents and lawful bases necessary to provide Customer Data to Archesell and to authorize Archesell’s processing of it as described in these Terms and the Privacy Policy.

7.2 Notice to individuals

Customer is responsible for providing any notices to, and obtaining any consents from, its Authorized Users and any other individuals whose personal information is contained in Customer Data — including employees, customer contacts, prospects and meeting participants — as required by applicable law.

7.3 Communications and meeting content

Customer is responsible for compliance with laws governing the recording, transcription, retention and monitoring of communications, including any consent or notification requirements applicable in the jurisdictions where its Authorized Users and their counterparties are located.

7.4 Accuracy

Customer is responsible for the accuracy and quality of Customer Data it provides or permits to be imported.

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8. AI features and Output

8.1 Nature of the Output

The Services use machine-learning models, which are probabilistic. Output may be inaccurate, incomplete, out of date or otherwise unsuitable for a given purpose, notwithstanding Archesell’s efforts.

8.2 Customer decisions

Output is assistive. Customer and its Authorized Users remain responsible for their business decisions and for any action taken on the basis of Output. Customer is responsible for evaluating Output as appropriate to the nature and significance of the decision or action concerned.

Without limiting the above, Customer will review Output before it is sent to a third party, before it is used to make or vary a contractual commitment, and before it is used for any purpose with legal or regulatory effect.

8.3 Not professional advice

Output does not constitute legal, financial, tax or other professional advice.

8.4 User-authorized actions

The Services do not send external communications or take actions outside the Services on Customer’s behalf except where an Authorized User expressly authorizes or initiates that action within the Services. An AI-generated draft that would communicate outside Customer’s organization is reviewed and approved by an Authorized User before it is sent. Archesell does not represent that the Services operate autonomously.

8.5 No exclusivity in Output

Output may be similar to output generated for other customers. Section 5.4 governs how information from one workspace may and may not be used.

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9. Evaluation, design partner and beta services

9.1 Pre-general-availability services

Some or all of the Services may be provided on an evaluation, design partner, pilot, trial or beta basis (together, “Beta Services”). Beta Services are identified as such in the applicable Order Form or within the Services.

9.2 As-is

Beta Services are provided “as is” and “as available”, without warranty of any kind. Archesell may modify, suspend or discontinue Beta Services at any time. No service level commitment applies to Beta Services.

9.3 Feedback expected

Customer acknowledges that Beta Services are provided in part to obtain feedback, and that features may change materially before general availability.

9.4 What Beta status does and does not change

Beta status may relax product and commercial commitments. It does not relax data rights, confidentiality, privacy, security, no-training or source-policy obligations.

With respect to Beta Services, this Section 9 controls over Sections 10.1, 16.2 and 18.1.

The following apply to Beta Services without modification: Sections 3.4, 3.5, 5.1, 5.2, 5.3, 5.4, 5.5, 6.2, 6.3, 6.5, 6.6, 12 and 14.

9.5 Liability for Beta Services

Liability arising from Beta Services is subject to Section 17. No separate or minimum liability amount applies to Beta Services.

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10. Changes to the Services

10.1 Product changes

Archesell may modify, add to or remove features of the Services. Archesell will not materially decrease the overall functionality of the Services purchased under an active Order Form during its term without notice to Customer. This Section is subject to Section 9.4 for Beta Services.

10.2 Availability

Archesell does not commit to a service level under these Terms. Any service level commitment must be stated in an Order Form.

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11. Fees

Where an Order Form specifies fees, Customer will pay them as stated. Fees are exclusive of taxes. Undisputed amounts not paid when due may accrue interest at the lesser of 1.5% per month and the maximum rate permitted by law. Fees are non-refundable except as expressly stated.

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12. Confidentiality

12.1 Confidential Information

“Confidential Information” means non-public information disclosed by one party to the other that is identified as confidential or would reasonably be understood to be confidential. Customer Data is Customer’s Confidential Information. Derived Data and Output that are generated from Customer Data and made available only within Customer’s workspace are also Customer’s Confidential Information. The Services, and non-public technical and pricing information about them, are Archesell’s Confidential Information.

12.2 Obligations

The receiving party will use the disclosing party’s Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will limit access to those who need it and are bound by confidentiality obligations.

12.3 Exclusions and compelled disclosure

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was known without restriction before disclosure, is independently developed, or is received from a third party without restriction. A party may disclose Confidential Information where legally compelled, giving prompt notice where lawfully permitted.

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13. Intellectual property

Archesell and its licensors retain all right, title and interest in and to the Services, including all software, models, interfaces, documentation and improvements. No rights are granted other than those expressly stated in these Terms.

For clarity, Archesell’s ownership of the Services does not include Customer Data, or Output or Derived Data generated from Customer Data for Customer.

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14. Data protection, security and subprocessors

14.1 Privacy Policy

Archesell’s processing of personal information is described in the Privacy Policy at archesell.ai/privacy.

14.2 Data processing agreement

Where Archesell processes personal information on Customer’s behalf, Archesell acts as Customer’s processor or service provider and Customer acts as controller or business. Archesell’s data processing addendum (“DPA”) is available on request and, once executed, is incorporated into these Terms. In the event of a conflict between an executed DPA and these Terms with respect to the processing of personal information, the DPA controls.

14.3 Security

Archesell will maintain administrative, technical and physical safeguards designed to protect Customer Data, appropriate to the nature of the data and the risks involved.

Archesell will notify Customer without undue delay after becoming aware of a Security Incident, and will provide information reasonably available to Archesell to help Customer meet its own notification obligations.

14.4 Subprocessors

Archesell may engage subprocessors to help provide the Services. A current list is maintained at archesell.ai/subprocessors, and Customer may subscribe to notifications of changes to that list. Archesell remains responsible for its subprocessors’ performance of the obligations in these Terms and any executed DPA.

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15. Term, suspension and termination

15.1 Term

These Terms begin on the earlier of Customer’s first access to the Services and the effective date of an Order Form, and continue until terminated as provided here or in the Order Form.

15.2 Suspension

Archesell may suspend access where necessary to address a security risk, a violation of Section 4, a legal requirement, or non-payment of undisputed amounts after notice. Archesell will limit any suspension in scope and duration to what is reasonably necessary and will notify Customer.

15.3 Termination

Either party may terminate for the other’s material breach that remains uncured 30 days after written notice. Customer may terminate an evaluation or Beta engagement at any time on written notice.

15.4 Effect of termination

On termination, Customer’s right to access the Services ends and external data access stops on the termination date. Customer’s workspace enters the export and recovery period described in the Privacy Policy before deletion from active systems.

Terminating the Services, disconnecting a connected source, removing a user seat, requesting deletion of data not saved as a customer record, and requesting statutory deletion of personal information are five distinct operations with different consequences. They are described in the Privacy Policy. None of them is a substitute for another.

Archesell may retain records where a legal, contractual, security or audit obligation requires it, and may retain non-content records sufficient to evidence that data existed and was deleted.

15.5 Survival

Sections 5.1, 5.6, 12, 13, 15.4, 15.5, 16.3, 17, 18, 19, 20 and Schedule A survive termination.

Sections 5.2, 5.3, 5.4 and 5.5 continue to apply for so long as Archesell retains any Customer Data, Customer Business Evidence or Derived Data, whether during the post-termination periods described in Section 15.4 or under a legal, contractual, security or audit obligation.

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16. Warranties and disclaimers

16.1 Mutual

Each party represents that it has the authority to enter into these Terms.

16.2 By Archesell

Archesell warrants that it will provide the Services in a professional and workmanlike manner. This Section is subject to Section 9.4 for Beta Services.

16.3 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES AND ALL OUTPUT ARE PROVIDED “AS IS”. ARCHESELL DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ARCHESELL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT OUTPUT WILL BE ACCURATE OR COMPLETE.

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17. Limitation of liability

17.1 Excluded damages

Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, however caused and regardless of the theory of liability. This Section limits the types of loss that are recoverable and operates independently of the monetary limits in Sections 17.2 and 17.3. It does not apply to the extent that such exclusion is not permitted by applicable law.

17.2 General cap

Except as stated in Sections 17.3 and 17.4, each party’s aggregate liability arising out of or related to these Terms will not exceed the amounts paid or payable by Customer to Archesell in the twelve months preceding the event giving rise to the claim.

17.3 Enhanced cap

For claims arising from a breach of Section 12 (Confidentiality), from a Security Incident, from a breach of Archesell’s obligations under Section 14.3, or from a breach of Section 5.3 (No model training), the aggregate liability of the party in breach will not exceed two times the amounts paid or payable by Customer to Archesell in the twelve months preceding the event giving rise to the claim.

17.4 Liabilities that are not capped

Sections 17.2 and 17.3 do not apply to: Customer’s payment obligations; Archesell’s indemnification obligations under Section 18.1; fraud, wilful misconduct or gross negligence; or liability that cannot be limited under applicable law.

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18. Indemnification

18.1 By Archesell

Archesell will defend Customer against a third-party claim that the Services infringe that third party’s intellectual property rights, and will pay damages finally awarded or agreed in settlement. This obligation does not apply to claims arising from Customer Data, Connected Services, Output used contrary to Section 8, or modification of the Services other than by Archesell. This Section does not apply to Beta Services.

18.2 By Customer

Customer will defend Archesell against a third-party claim arising from Customer Data, Customer’s breach of Section 7, or Customer’s use of the Services in violation of Section 4.

18.3 Process

The indemnified party will give prompt notice, allow the indemnifying party to control the defence, and provide reasonable cooperation.

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19. Governing law and disputes

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable in that province, without regard to conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the courts located in Vancouver, British Columbia. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

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20. General

20.1 Changes to these Terms and to the Privacy Policy. Archesell may update these Terms. Material changes will be notified at least 30 days before they take effect, by email or in the Services. Continued use after the effective date constitutes acceptance. Where an Order Form is in effect, changes do not apply to that Order Form’s current term unless required by law.

Archesell may update the Privacy Policy during an Order Form’s term. No such update may materially expand Archesell’s rights to use Customer Data, or materially diminish Customer’s rights under these Terms in relation to the protection of Customer Data, except where required by applicable law or by requirements binding on Archesell from the source of the data concerned. Each published version of these Terms, of Schedule A and of the Privacy Policy, with its effective dates, remains available to Customer on request.

20.2 Order of precedence. In the event of a conflict between the parties’ rights and obligations under the following documents, they control in this order: (1) an executed Order Form; (2) an executed DPA, for matters concerning the processing of personal information; (3) these Terms, including Schedule A; (4) the Privacy Policy. This Section does not displace Section 2.3.

20.3 Assignment. Neither party may assign these Terms without the other’s consent, except to a successor in connection with a merger, acquisition or sale of substantially all assets. Any transfer of Google user data in such a transaction is subject to the Privacy Policy.

20.4 Notices. Notices to Archesell: legal@archesell.ai and the address below. Notices to Customer: the email address on the account.

20.5 Publicity. Neither party will use the other’s name or marks publicly without prior written consent.

20.6 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.

20.7 Independent contractors. The parties are independent contractors. These Terms create no partnership, agency or joint venture.

20.8 Headings, severability and waiver. Headings are for convenience only and do not affect interpretation. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in effect. A failure to enforce is not a waiver.

20.9 Entire agreement. These Terms, together with Schedule A, any Order Form, executed DPA and the Privacy Policy, are the entire agreement between the parties on this subject and supersede prior agreements and understandings.

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Contact

Archesell Technologies Inc. 555 Burrard Street, Floor 1, Vancouver, British Columbia V7X 1M8, Canada legal@archesell.ai

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Schedule A — Data Definitions

Effective: September 28, 2026

This Schedule is the canonical source of the following definitions for all purposes of these Terms.

Customer Platform Data — CRM records; customer and prospect information; business communications and meeting content saved as evidence in an Archesell customer record; calendar events; user notes; activity records; and other records created or saved in the customer workspace. The customer organization controls the retention and disposition of Customer Platform Data, subject to applicable law, contract and source-specific requirements.

Customer Business Evidence — provider-originated content, such as an email message or a meeting transcript, that has been saved as supporting evidence on a governed customer record. It is a subset of Customer Platform Data.

Connected-Source Data — information accessed from services that a customer or authorized user connects to Archesell, including email, calendar, meeting and related provider data. Some Connected-Source Data is processed only in passing and is never saved as a customer record.

Derived Data — information computed or generated from other information, such as account-fit and prioritization values, risk indicators, relationship-coverage measures, extracted signals, summaries, briefs, commitments and drafts.

Licensed Business Data — professional contact and company information obtained from third-party data providers and made available in the Services.

User Account Data — name, work email, role, authentication information, billing contacts, subscription records, product settings and usage telemetry.

Saved as a customer record — this phrase means that information has been written into the customer’s workspace as part of its governed business record. Information that is not saved as a customer record follows a short transient or user-scoped lifecycle instead.