1. Who we are, and what these Terms cover
These Terms of Service (the "Terms") are a legal agreement between Unify365 LLC, a California limited liability company ("Unify365", "we", "us"), and the organization that creates an account, consents to our application in its Microsoft 365 tenant, purchases a subscription, or otherwise uses the Service ("Customer", "you").
The "Service" means the Unify365 software-as-a-service application available at unify365.ai and related domains, including the UnifyQ assistant, the optional Unify365 Connector software, our application programming interfaces, and our documentation, together with any updates and support we provide.
By clicking to accept these Terms, signing in to the Service, consenting to the Unify365 application in a Microsoft 365 tenant, activating a marketplace subscription, or using the Service, you agree to these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization; if you do not, you may not use the Service.
The Service is offered to businesses, public-sector bodies, managed service providers, and other organizations. It is not offered to consumers, and you may not use it for personal, family, or household purposes.
If you have signed an order form, private-offer terms, or another written agreement with us (an "Order"), the Order governs to the extent it conflicts with these Terms. Purchases made through the Microsoft commercial marketplace are also subject to Microsoft's marketplace terms (see Section 7).
2. Definitions
"Customer Data" means all data that we receive, retrieve, or store on your behalf in the course of providing the Service, including data read from your Microsoft 365 tenant, data collected by the Connector from your on-premises systems, and content your Users submit.
"Tenant" means a Microsoft 365 / Microsoft Entra ID directory that you administer and connect to the Service. A "Client Tenant" is a Tenant that belongs to another organization and that you administer on that organization's behalf.
"Users" means the individuals you authorize to sign in to the Service under your account, including your employees, contractors, and — for managed service providers — your engineers.
"UnifyQ" means the natural-language assistant and other AI-assisted features of the Service, including generated answers, investigations, recommendations, and proposed change plans.
"Connector" means the Unify365 Connector, our optional Windows service that you may install on infrastructure you control to extend the Service to systems that Microsoft Graph does not reach.
"Documentation" means the user documentation, trust and security pages, and product descriptions that we publish for the Service.
"Plan" means the subscription tier (for example Free, Team, Business, MSP, or Enterprise) that determines the features, limits, and retention periods available to your account.
3. Your Microsoft 365 tenant and the permissions you grant
3.1 Sign-in. You and your Users sign in to the Service with Microsoft Entra ID. We never see or store your passwords; authentication stays with Microsoft.
3.2 Least-privilege consent. When you connect a Tenant, the Service requests read-only Microsoft Graph permissions through Microsoft's own consent screen. The ability to make changes requires a separate, explicit administrator consent that you may grant later, or never. Some features use application permissions that an administrator grants for the Tenant as a whole (for example, to read mailbox settings for a tenant-wide report, or to send scheduled reports from a mailbox you designate). Each permission is shown to you before you grant it, and you may revoke any permission at any time from the Microsoft Entra admin center. When a permission is withdrawn, the features that depend on it stop working and tell you why; nothing else breaks.
3.3 Your authority. You represent and warrant that you are authorized to connect each Tenant to the Service, to grant the permissions you grant, and to instruct us to read and change that Tenant as described in these Terms. If you connect a Client Tenant, Section 6.3 also applies.
3.4 Microsoft terms. Your use of Microsoft 365, Microsoft Entra ID, Microsoft Graph, and the Microsoft commercial marketplace is governed by your agreements with Microsoft, and you are responsible for complying with them. Unify365 is an independent company. We are not affiliated with, endorsed by, or sponsored by Microsoft Corporation. Microsoft, Microsoft 365, Entra, Intune, Defender, Exchange, Teams, Purview, and related names are trademarks of Microsoft Corporation.
4. How changes to your tenant are made
4.1 Read-only by default. The Service is look-only until you grant write consent and enable changes.
4.2 The approval gate. Every change the Service can make to a Tenant is first drafted as a proposal with a preview of what will change (a "dry run"). A change is applied only after a User with the appropriate role has reviewed the preview and confirmed it — for sensitive change types, by typing a confirmation and, where you have configured it, with a second approver. Each proposal, approval, execution, and reversal is recorded in your audit trail. Where the change type supports it, the Service keeps the information needed to reverse the change for the period shown in the product.
4.3 You decide; we execute. The Service executes changes only on your instructions, as expressed through the approvals described above. You are responsible for reviewing each preview, for the changes you approve, for the roles you assign to your Users, and for keeping those role assignments current. We are not responsible for the consequences of a change that a User approved, or for a change made by someone using credentials or roles you issued.
4.4 Automations you arm. Some Plans allow you to configure automations (for example, scheduled workflows or an autonomy setting for a class of low-risk actions) that carry out changes without a per-change approval. Arming an automation is itself a deliberate, recorded act by a User with the required role. Changes made by an automation you armed are treated as approved by you.
4.5 Built-in refusals. Certain actions are refused by design, regardless of who asks — for example, changes to Global Administrator accounts and actions that would remove your last administrator. These protections are engineering safeguards, not a warranty that the Service will prevent every harmful or mistaken change.
4.6 Reversals. The undo capability applies to change types that support it and only within the window shown in the product. Some changes cannot be reversed by any tool (for example, permanent deletions, password resets, or device wipes), and reversal depends on Microsoft's services being available and on the Tenant not having been changed in the meantime by others. We do not guarantee that any change can be reversed.
5. UnifyQ and AI-assisted features
5.1 What UnifyQ does. UnifyQ answers questions about your Tenant, investigates issues, recommends actions, and drafts change plans, grounded on the data the Service can read. Every UnifyQ answer shows what it was grounded on.
5.2 Review before you act. UnifyQ output is generated automatically and may be incomplete, out of date, or wrong. It is provided to help qualified administrators make decisions, not to replace them. You must review UnifyQ output before relying on it, and no change drafted by UnifyQ is applied without the approval described in Section 4. UnifyQ output, including compliance and policy findings, is informational and is not legal, regulatory, security-certification, or professional advice.
5.3 Allowances. Plans include a monthly allowance of UnifyQ assists. When an allowance is used up, UnifyQ tells you so and says when it resets; it never silently degrades. Allowances and the technology behind UnifyQ may change over time.
5.4 Your data and AI. We do not use Customer Data to train or fine-tune AI models, and we contractually require the providers that power the UnifyQ inference service not to do so. Our Privacy Policy describes how UnifyQ processes your data.
5.5 Restrictions. You may not use UnifyQ to develop a competing product or model, to generate content that is unlawful or harmful, or to attempt to extract the instructions, prompts, or configuration that operate it.
6. Accounts, Users, and multi-tenant use
6.1 Users. You may allow your Users to access the Service within the limits of your Plan. You are responsible for everything done under your account and by your Users, for keeping their access current, and for ensuring they comply with these Terms. Tell us promptly at security@unify365.ai if you become aware of unauthorized access to your account.
6.2 Roles. The Service lets you assign roles (for example, viewer, helpdesk, approver, owner) and scopes to Users. Role assignments are your instructions to us about who may see what and who may approve changes.
6.3 Managed service providers and Client Tenants. If you use the Service to administer Client Tenants, you represent and warrant that you hold, and will maintain for as long as the Client Tenant is connected, written authority from each client to access, process, and change that client's Tenant, on-premises systems, and data using the Service (for example, through a services agreement and Microsoft's delegated administration arrangements). You are responsible to your clients for your use of the Service in their Tenants; we process Client Tenant data on your instructions; and you will disconnect a Client Tenant as soon as your authority ends. We may ask you for evidence of that authority and may disconnect a Client Tenant if we reasonably believe the authority is missing.
6.4 White-label presentation. Plans that include white-label features let you present the Service to your clients under your own name and branding. Doing so does not transfer any rights in the Service to you or your clients, and you remain responsible for your clients' use.
7. Plans, trials, and billing
7.1 Plans. The features, limits (such as the number of Tenants, managed seats, and UnifyQ assists), retention periods, and support level of each Plan are described on our pricing page and in your Order. We enforce Plan limits in the Service.
7.2 Free plan and trials. We may offer a free Plan or trial access. Free and trial access is provided "as is", without support commitments, and may be changed, limited, or withdrawn at any time. Free-plan accounts that remain inactive for an extended period may be closed and their data deleted after notice.
7.3 Purchases through the Microsoft commercial marketplace. When you buy a subscription through the Microsoft commercial marketplace, Microsoft is the merchant of record. Microsoft's terms govern pricing display, payment, invoicing, taxes, renewal, cancellation, and refunds, and you manage those from the Microsoft 365 admin center. We activate and adjust your Plan based on the subscription information Microsoft sends us.
7.4 Direct purchases. If you buy under an Order that we invoice directly, fees are due within thirty (30) days of the invoice date in U.S. dollars unless the Order says otherwise. Fees are non-refundable except as expressly stated in the Order or these Terms. Fees exclude taxes; you are responsible for all sales, use, VAT, GST, withholding, and similar taxes, other than taxes on our income. We may suspend the Service for invoices more than thirty (30) days overdue after giving you at least ten (10) days' written notice.
7.5 Seats and usage. Where a Plan is priced per managed seat, seats are measured automatically from the enabled, non-guest member users in your connected Tenants, as described in the Documentation. If your usage exceeds what you have purchased, we may require you to purchase the additional seats or Tenants from the date the overage began.
7.6 Price changes. We will not change the price of a paid Plan during a paid subscription term. Price changes for renewals take effect only after at least thirty (30) days' notice, or as Microsoft's marketplace rules require.
7.7 Plan changes. If you move to a Plan with a shorter retention period or lower limits, data and features outside the new Plan's limits may become unavailable and, after a reasonable period, may be deleted.
8. Acceptable use
You will not, and will not permit anyone to:
- use the Service with a Tenant, system, or data you are not authorized to access or change;
- use the Service in violation of law, of your agreements with Microsoft, or of the rights of others;
- resell, sublicense, rent, or provide the Service to third parties, except as permitted for Client Tenants under Section 6.3;
- copy, modify, or create derivative works of the Service; reverse engineer, decompile, or attempt to derive its source code, except to the extent applicable law expressly permits;
- scrape, crawl, or extract data from the Service other than through the export features we provide, or interfere with the Service's operation, security, or rate limits;
- perform penetration testing or security scanning of the Service without our prior written permission (good-faith vulnerability research reported to security@unify365.ai is welcome — see our Support page);
- use the Service to build a competing product, or to benchmark it for publication without our consent;
- introduce malicious code into the Service or use it to store or transmit such code;
- use the Service in any application where failure could lead to death, personal injury, or severe physical or environmental damage; or
- use the Service in violation of U.S. or other applicable export-control and sanctions laws, including by exporting it to a prohibited destination or person.
We may suspend access that we reasonably believe violates this Section, after notice where practicable (see Section 16).
9. Customer Data
9.1 Ownership. As between you and us, you own all Customer Data. Nothing in these Terms gives us any rights in Customer Data other than the limited rights described here.
9.2 Our license. You grant us a non-exclusive, worldwide, royalty-free license to access, store, copy, process, transmit, and display Customer Data solely to provide, secure, support, and improve the Service as described in these Terms and our Privacy Policy, and as you otherwise instruct. We may generate and use aggregated or de-identified statistics derived from the operation of the Service, provided they do not identify you, your Users, or any individual, and cannot reasonably be used to do so.
9.3 No training on your data. We do not use Customer Data to train or improve AI models, and we do not permit our providers to do so.
9.4 Your responsibilities. You are responsible for the accuracy, quality, and lawfulness of Customer Data; for providing any notices to, and obtaining any consents from, your Users and the people whose data is in your Tenants that applicable law requires; and for your decisions about what to connect to the Service and what to collect with the Connector.
9.5 Personal data. To the extent Customer Data includes personal data protected by data-protection law, we process it as your processor or service provider, on your documented instructions. Our Privacy Policy, and any Data Processing Addendum you sign with us, form part of these Terms and describe that processing, our subprocessors, and our security measures. A Data Processing Addendum is available on request from hello@unify365.ai.
9.6 Export and deletion. You can export your audit trail, findings, and reports from the Service at any time during the term. For thirty (30) days after termination you may request an export of the operational records the Service holds about your Tenants; after that period we delete Customer Data as described in our Privacy Policy, except where law requires us to keep it or it is held in backups that are overwritten in the ordinary course.
10. The Unify365 Connector
10.1 License. If you install the Connector, we grant you a limited, non-exclusive, non-transferable, revocable license to install and run it on systems you own or control, solely to use it with the Service during the term of your subscription, in accordance with the Documentation. The Connector is licensed, not sold. All restrictions in Section 8 apply to the Connector.
10.2 What it collects is your choice. The Connector collects only from the collection domains you enable, using an account and permissions that you provision. The Service shows you every collector in use and every batch sent, and lets you disable or redact collectors. You are responsible for the permissions you grant the Connector's service account, for keeping the host system secure and patched, for the network paths you allow, and for the changes you approve the Connector to execute on your infrastructure.
10.3 Updates. The Connector may automatically download and install digitally signed updates and collector packages from us. You may uninstall the Connector at any time, which stops all collection.
10.4 Optional sensitive-data discovery. If you separately enable sensitive-data discovery on file systems, the Connector reports counts, locations, and hashes of matches; it does not upload file contents. You are responsible for ensuring you are permitted to scan the systems you select.
10.5 Third-party components. The Connector includes third-party and open-source components, which are licensed under their own terms; notices are included with the software.
11. Our intellectual property; feedback
The Service, the Connector, UnifyQ, our Documentation, and all related technology, designs, know-how, and trademarks (including the names "Unify365" and "UnifyQ") are owned by us and our licensors and protected by intellectual-property law. Except for the limited rights expressly granted in these Terms, we reserve all rights. If you give us suggestions, ideas, or feedback about the Service, you grant us a perpetual, irrevocable, royalty-free license to use it without obligation to you.
12. Third-party services
The Service depends on Microsoft services (including Microsoft Graph, Microsoft Entra ID, and the Microsoft commercial marketplace) and may connect to services you choose (for example, your own mailboxes, Microsoft Teams channels, webhooks, or a SIEM). Those services are governed by their own terms, we do not control them, and we are not responsible for their availability, changes, or acts. If Microsoft changes or withdraws an interface the Service relies on, the affected feature may change or stop working.
13. Confidentiality
Each party will protect the other party's Confidential Information with at least the care it uses for its own confidential information of a similar nature, and no less than reasonable care; will use it only to perform under these Terms; and will disclose it only to its personnel, affiliates, and advisors who need to know it and are bound by comparable obligations. "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential, and includes Customer Data (yours) and non-public information about the Service, its security, and its pricing (ours). It excludes information that is or becomes public through no fault of the recipient, was already known to the recipient, was independently developed, or was rightfully received from a third party. A party may disclose Confidential Information when required by law or court order, after giving the other party reasonable notice where legally permitted. These obligations survive for three (3) years after the Terms end, and for Customer Data and trade secrets for as long as they remain confidential.
14. Security
We maintain administrative, technical, and physical safeguards designed to protect Customer Data, as described on our Trust page and in our Privacy Policy, including encryption in transit and at rest, isolation of each Tenant's data, role-based access, and an immutable audit trail of significant events. If we confirm a security incident that has resulted in unauthorized access to your Customer Data, we will notify you without undue delay and, in any event, within seventy-two (72) hours of confirming it, and will give you the information we have to help you meet your own obligations. You are responsible for the security of your Tenants, your Users' devices and accounts, your on-premises systems, and the configuration choices you make in the Service.
15. Availability, support, and changes to the Service
15.1 Availability. We work to keep the Service continuously available but, unless your Order includes a service-level agreement, we do not guarantee a particular uptime. We may perform maintenance that temporarily limits availability and will try to schedule it outside typical business hours.
15.2 Support. We provide support as described on our Support page and for your Plan. Response targets on the Support page are goals, not contractual commitments, unless an Order says otherwise.
15.3 Changes. We add and change features regularly. If a change removes or materially reduces functionality that paid Plans rely on, we will give at least thirty (30) days' notice where reasonably practicable. Features labeled beta, preview, or early access may be changed or withdrawn at any time and are provided without warranty.
16. Term, suspension, and termination
16.1 Term. These Terms apply from the moment you first accept them or use the Service and continue while you have an account, a connected Tenant, or a subscription.
16.2 Termination by you. You may stop using the Service at any time by cancelling your subscription (in the Microsoft 365 admin center for marketplace purchases, or as your Order provides), disconnecting your Tenants, and revoking the permissions you granted. Cancelling does not entitle you to a refund except as Microsoft's marketplace terms or your Order provide.
16.3 Termination for cause. Either party may terminate these Terms if the other party materially breaches them and does not cure the breach within thirty (30) days of written notice, or immediately if the breach cannot be cured.
16.4 Suspension. We may suspend access to the Service, in whole or in part, if we reasonably believe that continued access would create a security risk to the Service or to other customers, that your use violates Section 8 or the law, or that your account is overdue under Section 7.4. We will limit the suspension to what is reasonably necessary, tell you why, and restore access once the cause is resolved.
16.5 Effect of termination. On termination, your and your Users' right to use the Service ends, the Connector license ends and you will uninstall it, and Section 9.6 governs export and deletion of Customer Data. Sections that by their nature should survive — including 5.2, 9, 11, 13, 17, 18, 19, 20, and 21 — survive termination.
17. Warranties and disclaimers
17.1 Our warranty. For paid Plans, we warrant that the Service will perform materially in accordance with the Documentation. If it does not, your exclusive remedy is for us to use reasonable efforts to correct the non-conformity and, if we cannot do so within a reasonable time, for you to terminate the affected subscription and receive a refund of any fees prepaid to us for the unused remainder of the term (or, for marketplace purchases, the remedy that Microsoft's marketplace terms provide).
17.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 17.1, THE SERVICE, THE CONNECTOR, UNIFYQ OUTPUT, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT UNIFYQ OUTPUT WILL BE ACCURATE OR COMPLETE, THAT ANY CHANGE CAN BE REVERSED, OR THAT THE SERVICE WILL DETECT EVERY MISCONFIGURATION, SECURITY ISSUE, OR COMPLIANCE GAP IN YOUR TENANT. FREE AND TRIAL ACCESS IS PROVIDED WITHOUT ANY WARRANTY.
18. Limitation of liability
18.1 Exclusion of certain damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER THESE TERMS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA (OTHER THAN OUR OBLIGATION TO PROTECT CUSTOMER DATA UNDER SECTION 14), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
18.2 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY YOU FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED U.S. DOLLARS (US $100).
18.3 Exceptions. The exclusions and cap above do not apply to a party's indemnification obligations under Section 19, to your payment obligations, to either party's breach of Section 13 (Confidentiality), to a party's gross negligence, fraud, or willful misconduct, or to any liability that cannot be limited by applicable law.
19. Indemnification
19.1 By us. We will defend you against any third-party claim alleging that the Service, used as permitted by these Terms, infringes that third party's patent, copyright, or trademark, or misappropriates its trade secret, and will pay the damages and costs finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, from your modification of the Service, from combination with items we did not supply, or from use after we have told you to stop. If such a claim is made or we think one is likely, we may modify or replace the affected part of the Service, obtain a license for you, or, if those options are not commercially reasonable, terminate the affected subscription and refund prepaid fees for the unused term. This Section states our entire liability for infringement claims.
19.2 By you. You will defend us and our affiliates, officers, and employees against any third-party claim arising from Customer Data, from your or your Users' use of the Service in breach of these Terms or the law, from your administration of a Client Tenant, or from a change you approved or an automation you armed, and will pay the damages and costs finally awarded or agreed in settlement.
19.3 Procedure. The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement (provided that no settlement may impose obligations on the indemnified party without its consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying party's expense.
20. Governing law and disputes
These Terms are governed by the laws of the State of California and the federal laws of the United States, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Before starting formal proceedings, each party agrees to try in good faith to resolve any dispute by contacting the other party (for us, hello@unify365.ai) and allowing thirty (30) days for discussion. Subject to that, the state and federal courts located in Santa Clara County, California have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, and each party consents to personal jurisdiction there. Either party may seek injunctive or other equitable relief in any competent court to protect its intellectual property or Confidential Information.
21. General
21.1 Entire agreement; precedence. These Terms, together with our Privacy Policy, any Data Processing Addendum, and any Order, are the entire agreement between us about the Service and supersede all prior agreements and communications. If they conflict, an Order prevails over these Terms, a signed Data Processing Addendum prevails over the Privacy Policy for the processing it covers, and these Terms prevail over the Documentation. Terms in your purchase orders or vendor portals do not apply.
21.2 Changes to these Terms. We may update these Terms from time to time. For material changes we will give at least thirty (30) days' notice by email to your account contacts or by a notice in the Service, and the updated Terms will apply from the effective date shown at the top of this page. If you do not agree to a change, you may terminate under Section 16.2 before it takes effect; continued use after the effective date is acceptance. The current version is always posted at unify365.ai/legal/terms.
21.3 Notices. Notices to us must be sent to hello@unify365.ai or to Unify365 LLC, San Jose, California, United States. Notices to you may be sent to the email addresses of your account owners and administrators or shown in the Service, and are effective when sent.
21.4 Assignment. You may not assign these Terms without our prior written consent, except to a successor in a merger, acquisition, or sale of substantially all your assets that agrees in writing to be bound by them. We may assign these Terms to an affiliate or a successor in connection with a merger, acquisition, reorganization, or sale of assets, on notice to you. Any other attempted assignment is void.
21.5 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including outages of Microsoft services or other third-party infrastructure, acts of God, war, terrorism, labor disputes, governmental action, or internet or utility failures.
21.6 Relationship; third parties. The parties are independent contractors. These Terms do not create a partnership, agency, or joint venture, and there are no third-party beneficiaries.
21.7 Publicity. We will not use your name or logo in marketing without your prior written permission, which you may give by email.
21.8 U.S. government users. The Service and the Connector are "commercial computer software" and "commercial computer software documentation" as those terms are used in FAR 12.212 and DFARS 227.7202, and are provided to U.S. government users only with the rights set out in these Terms.
21.9 Export. You will comply with all applicable export-control and sanctions laws and represent that you are not located in, and are not a national of, a country subject to U.S. embargo, and are not on any U.S. government restricted-party list.
21.10 Severability; waiver; interpretation. If any provision of these Terms is held unenforceable, it will be enforced to the maximum extent permitted and the remainder will remain in effect. A party's failure to enforce a provision is not a waiver. Headings and the summary at the top of this page are for convenience only. "Including" means "including without limitation".
22. Contact
Questions about these Terms: hello@unify365.ai. Support: support@unify365.ai. Security reports: security@unify365.ai. Unify365 LLC, San Jose, California, United States.