This Master Services Agreement ("Agreement") governs certain business, enterprise, agency, reseller, custom implementation, managed services, consulting, and negotiated service relationships where expressly incorporated by reference into an applicable order form, statement of work, invoice, service plan, proposal, or written agreement.
This Agreement is entered into by and between Castiglia AI, owned and operated by Anthony Castiglia, and the customer identified in the applicable order form, statement of work, invoice, service plan, proposal, or signature block ("Customer," "you," or "your").
Services
1.1 — Services Provided
Castiglia AI may provide Customer with access to products, services, software, AI assistants, automations, platform tools, integrations, consulting services, implementation services, managed services, support services, training, onboarding, custom configurations, and related offerings described in an applicable order form, statement of work, invoice, service plan, proposal, or written agreement. The Services may include AI voice and chat assistants, call automation, lead follow-up workflows, appointment booking automation, CRM integrations, telephony and messaging integrations, knowledge base setup, call transcription and summarization, workflow design, automation strategy, managed AI services, custom implementation, consulting and support, and optional approved reseller, agency, or White Label Services where expressly authorized in writing.
1.2 — Order Forms and Statements of Work
The Parties may enter into one or more order forms, service plans, proposals, invoices, or statements of work ("Order" or "SOW") describing the Services to be provided, subscription terms, implementation services, professional services, deliverables, fees, payment terms, usage limits, support expectations, timelines, special terms, and any approved reseller, agency, or White Label Services. Each Order or SOW will be governed by this Agreement unless expressly stated otherwise in writing.
1.3 — Conflicts
If there is a conflict between this Agreement and an Order or SOW, the Order or SOW will control only for the specific Services described in that Order or SOW. If there is a conflict between this Agreement and Castiglia AI's public policies, the more specific provision will control.
Access and License
2.1 — Limited Access Right
Subject to Customer's compliance with this Agreement and payment of all applicable fees, Castiglia AI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the applicable term solely for Customer's internal business purposes or as otherwise expressly authorized in writing.
2.2 — Authorized Users
Customer may allow its employees, contractors, agents, or authorized representatives to access the Services solely as necessary for Customer's permitted use. Customer is responsible for all acts and omissions of its authorized users.
2.3 — Restrictions
Customer shall not copy, modify, adapt, translate, or create derivative works of the Services; reverse engineer, decompile, disassemble, or attempt to derive source code, architecture, prompts, workflows, models, or underlying systems; sell, resell, sublicense, lease, rent, assign, distribute, or otherwise make the Services available to third parties except as expressly authorized in writing; use the Services to build, train, benchmark, or improve a competing product or service; copy features, functions, prompts, call flows, workflows, integrations, interfaces, designs, scripts, or architecture; circumvent usage limits, access controls, security features, or technical restrictions; or use the Services in violation of applicable law or Castiglia AI policies.
2.4 — Optional White Label Services
Castiglia AI may offer certain customers the ability to market or provide approved portions of the Services under their own business name, branding, or customer-facing presentation, subject to a separate written agreement, Order, or SOW. Unless expressly authorized in writing by Castiglia AI, Customer may not resell, sublicense, rebrand, white label, frame, mirror, or otherwise make the Services available to third parties as Customer's own product, software, system, or platform. If Castiglia AI authorizes White Label Services, Customer remains solely responsible for Customer branding, marketing materials, representations, end users, compliance obligations, and support obligations. Castiglia AI retains ownership of the Services, platform technology, software, systems, workflows, templates, configurations, and intellectual property.
Professional Services
3.1–3.2 — Services and Deliverables
Castiglia AI may provide professional services including implementation, onboarding, consulting, configuration, workflow design, custom automation, training, support, or related services ("Professional Services"). If Castiglia AI provides deliverables including scripts, prompts, workflows, automations, configuration files, assistant instructions, documentation, templates, or related materials, such Deliverables are provided subject to this Agreement and any applicable Order or SOW. Unless expressly agreed otherwise in writing, Castiglia AI owns all Deliverables created by or on behalf of Castiglia AI. Customer receives only a limited right to use Deliverables in connection with Customer's authorized use of the Services.
3.3 — Customer Cooperation
Customer acknowledges that timely cooperation is essential to Castiglia AI's performance. Customer agrees to provide accurate information, timely feedback, access to required systems, access to relevant personnel, required credentials or integration details, business rules and workflow requirements, compliance requirements applicable to Customer, prompt approvals, and any other materials reasonably requested. Castiglia AI is not responsible for delays, deficiencies, errors, or missed timelines caused by Customer's failure to cooperate or provide accurate information.
3.4 — No Guarantee of Business Results
Castiglia AI may assist with automation, AI workflows, lead follow-up, appointment booking, communications, and operational efficiency. However, Castiglia AI does not guarantee sales results, appointment volume, lead conversion, revenue increases, cost savings, customer acquisition, regulatory approval, platform approval, carrier approval, or specific business outcomes.
Customer Responsibilities
Customer is solely responsible for Customer's use of the Services; authorized users' use; end users' interaction with the Services; Customer Data; customer contact lists; Customer communications; Customer scripts, prompts, offers, workflows, campaigns, and automations; Customer's products and services; Customer's compliance with applicable law; and Customer's end-user disclosures, consents, notices, opt-outs, and suppression lists.
Customer is solely responsible for ensuring that its use of the Services complies with all applicable laws including TCPA, TSR, CAN-SPAM, National Do Not Call Registry requirements, state Do Not Call requirements, state mini-TCPA laws, call recording and consent laws, consent and opt-in/opt-out requirements, caller identification requirements, AI disclosure requirements, privacy and data protection laws, consumer protection laws, and all applicable insurance, healthcare, mortgage, financial services, real estate, legal, debt collection, and other industry-specific regulations. Castiglia AI does not provide legal advice.
Fees and Payment
5.1–5.3 — Fees and Usage Charges
Customer shall pay all fees, charges, subscriptions, usage costs, implementation fees, setup fees, consulting fees, professional service fees, add-on fees, overage charges, third-party pass-through charges, taxes, and other amounts described in the applicable Order, SOW, invoice, proposal, checkout page, or written agreement. Customer authorizes Castiglia AI and its payment processors to charge Customer's payment method for all amounts due. Certain Services may incur usage-based or third-party pass-through charges including voice minutes, telephony fees, phone numbers, SMS or messaging charges, AI model usage, transcription, data storage, API usage, CRM or platform charges, payment processing fees, and other third-party services.
5.4 — Non-Cancelable and Non-Refundable Fees
Except as expressly stated in writing by Castiglia AI or required by applicable law, all payment obligations are non-cancelable and all payments are non-refundable. Subscriptions, implementation fees, setup fees, consulting fees, Professional Services, custom work, managed services, and recurring charges are subject to Castiglia AI's Refund, Dispute, and Revenue Protection Policy.
5.5–5.7 — Late Payments, Suspension, and Taxes
Any payment not received by the due date may accrue late charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. Customer is responsible for all reasonable costs incurred by Castiglia AI in collecting overdue amounts, including collection fees, administrative costs, court costs, arbitration costs, and attorney's fees where permitted by law. If Customer fails to pay amounts when due, Castiglia AI may suspend, restrict, or terminate Services without liability. Customer remains liable for all fees and charges during any suspension period. Fees do not include taxes unless expressly stated.
Refunds, Disputes, and Chargebacks
All refunds, cancellations, disputes, chargebacks, reversals, billing claims, and revenue protection matters are governed by Castiglia AI's Refund, Dispute, and Revenue Protection Policy, which is incorporated into this Agreement by reference. Customer agrees to contact Castiglia AI and provide a reasonable opportunity to resolve any billing concern before initiating a chargeback, payment dispute, bank claim, card dispute, reversal, or similar payment challenge.
Initiating a chargeback, payment reversal, or dispute for Services that were delivered, performed, made available, or used may constitute a material breach of this Agreement. Upon such breach, Castiglia AI may immediately suspend Services, disable accounts, revoke access, cancel subscriptions, withhold deliverables, refuse future service, submit supporting documentation to payment processors, and pursue recovery of unpaid balances and related costs.
Customer Data
7.1–7.2 — Ownership
"Customer Data" means data, content, materials, records, files, prompts, scripts, contact lists, CRM records, leads, recordings, transcripts, call logs, messages, emails, knowledge base materials, uploaded documents, configurations, workflows, and other information submitted to, uploaded to, generated through, or processed by the Services on behalf of Customer. As between Customer and Castiglia AI, Customer retains ownership of Customer Data. Castiglia AI does not claim ownership of Customer Data.
7.3–7.4 — License and No Sale
Customer grants Castiglia AI a limited, non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, reproduce, modify, format, analyze, and use Customer Data solely as necessary to provide the Services, configure and operate AI assistants and automations, process communications, integrate with third-party systems, provide support, secure the Services, troubleshoot issues, prevent fraud, comply with legal obligations, and improve the Services in accordance with the Data Policy. Castiglia AI does not sell Customer Data.
7.5 — AI Training
Unless expressly authorized by Customer in writing, Castiglia AI does not use customer-specific Customer Data to train proprietary AI models. Castiglia AI may use aggregated, anonymized, or de-identified operational and usage information to maintain, secure, analyze, troubleshoot, and improve the Services, provided such information does not identify a specific customer or individual.
Intellectual Property
Castiglia AI retains all right, title, and interest in and to the Services, including software, source code, platform architecture, AI orchestration systems, workflows, templates, prompts created by Castiglia AI, system prompts, interfaces, APIs, integrations, documentation, processes, business methods, analytics, improvements, enhancements, modifications, trademarks, branding, and other intellectual property. Except for the limited rights expressly granted in this Agreement, no rights are transferred to Customer.
Unless otherwise expressly agreed in writing, Castiglia AI owns all work product, deliverables, configurations, templates, workflows, automations, scripts, prompts, systems, processes, documentation, code, and other materials created, developed, configured, or provided by Castiglia AI in connection with the Services or Professional Services. Customer receives only the rights expressly stated in the applicable Order, SOW, or written agreement.
If Customer provides suggestions, ideas, recommendations, improvements, feedback, or feature requests, Customer grants Castiglia AI a perpetual, irrevocable, worldwide, royalty-free right to use, modify, commercialize, and incorporate such feedback without restriction or compensation.
Confidentiality
"Confidential Information" means non-public information disclosed by one Party to the other that is marked confidential or should reasonably be understood to be confidential based on the nature of the information and circumstances of disclosure. It may include business information, technical information, pricing, product plans, customer information, software, systems, processes, data, workflows, documentation, and trade secrets.
Each Party agrees to protect the other Party's Confidential Information using at least reasonable care and not to use or disclose Confidential Information except as necessary to perform obligations or exercise rights under this Agreement. Exclusions apply for publicly available information, information known before disclosure, information independently developed, information received from a third party without breach of duty, and information required to be disclosed by law.
If legally required to disclose Confidential Information, the receiving Party will provide notice where legally permitted and reasonably cooperate with efforts to limit disclosure. Unauthorized use or disclosure of Confidential Information may cause irreparable harm; the disclosing Party may seek injunctive relief without the necessity of posting bond, in addition to any other available remedies.
AI Functionality and Output Responsibility
Customer acknowledges that the Services may include artificial intelligence, machine learning, natural language processing, speech technology, automation, and probabilistic systems that generate voice, text, summaries, classifications, recommendations, actions, or other outputs ("AI Outputs"). AI Outputs may be inaccurate, incomplete, outdated, misleading, contain errors, reflect unintended bias, fail to account for applicable law, industry rules, context, or business requirements, or produce unexpected or inappropriate responses.
Customer is solely responsible for reviewing, validating, verifying, supervising, and approving AI Outputs before relying on them in any operational, legal, medical, financial, compliance, customer-facing, or regulated context. Castiglia AI does not provide legal, medical, financial, tax, accounting, insurance, mortgage, healthcare, compliance, or other professional advice. AI Outputs are not a substitute for professional advice, human judgment, or expert oversight.
Third-Party Services
The Services may integrate with or depend on third-party providers including CRM platforms, telephony providers, AI model providers, hosting providers, analytics providers, payment processors, email providers, SMS providers, calendar tools, marketing automation platforms, and other software or infrastructure providers. Customer's use of third-party services may be subject to separate terms, privacy policies, fees, restrictions, and compliance obligations. Castiglia AI is not responsible for third-party outages, data loss, errors, policy changes, rate limits, account suspensions, compliance decisions, service discontinuation, or security incidents outside Castiglia AI's reasonable control.
Acceptable Use
Customer agrees to comply with Castiglia AI's Acceptable Use Policy, which is incorporated into this Agreement by reference. Castiglia AI may suspend or terminate Services if Customer violates the Acceptable Use Policy or if Customer's use creates legal, regulatory, operational, technical, security, reputational, or provider-related risk.
Term and Termination
13.1–13.4 — Term and Termination Rights
This Agreement begins on the Effective Date, date of electronic acceptance, date of signature, date of first payment, or date Customer first accesses the Services, whichever occurs first, and remains in effect until terminated. Subscriptions will continue for the term stated in the applicable Order, SOW, plan, invoice, or checkout terms, and may renew automatically until cancelled. Customer may terminate Services only as permitted by applicable terms; cancellation does not relieve Customer of responsibility for amounts already incurred or due. Castiglia AI may suspend or terminate Services immediately if Customer breaches this Agreement, violates an incorporated policy, fails to pay amounts due, initiates a chargeback or payment dispute, violates applicable law, creates risk or liability, or if continued service would be commercially, legally, technically, or operationally impractical.
13.5–13.6 — Effect and Survival
Upon termination, Customer's right to access and use the Services ends; Customer must stop using the Services; Castiglia AI may disable accounts, assistants, workflows, integrations, phone numbers, and access; outstanding amounts become due; and Castiglia AI may delete, retain, archive, or anonymize data in accordance with the Data Policy, Privacy Policy, and applicable law. Provisions regarding payment obligations, intellectual property, confidentiality, data use, disclaimers, limitations of liability, indemnification, dispute resolution, collections, and general provisions survive termination.
Disclaimers
THE SERVICES, PROFESSIONAL SERVICES, DELIVERABLES, SUPPORT SERVICES, AI OUTPUTS, AND RELATED MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CASTIGLIA AI DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, AND NON-INFRINGEMENT. CASTIGLIA AI DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS; WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR AVAILABLE AT ANY PARTICULAR TIME; THAT AI OUTPUTS WILL BE ACCURATE, COMPLETE, LAWFUL, OR APPROPRIATE; THAT ERRORS OR DEFECTS WILL BE CORRECTED; THAT THE SERVICES WILL BE FREE OF VIRUSES OR HARMFUL COMPONENTS; OR THAT THIRD-PARTY SERVICES WILL REMAIN AVAILABLE OR FUNCTION PROPERLY. CUSTOMER USES THE SERVICES AT CUSTOMER'S OWN RISK.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CASTIGLIA AI, ITS OWNER, AFFILIATES, CONTRACTORS, SERVICE PROVIDERS, LICENSORS, SUPPLIERS, AGENTS, OR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, LOST DATA, COST OF SUBSTITUTE SERVICES, BUSINESS INTERRUPTION, FAILED COMMUNICATIONS, FAILED APPOINTMENTS, LOST SALES, REGULATORY PENALTIES, CUSTOMER CLAIMS, THIRD-PARTY CLAIMS, AI OUTPUT ERRORS, TELECOMMUNICATIONS FAILURES, OR THIRD-PARTY SERVICE FAILURES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CASTIGLIA AI'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO CASTIGLIA AI FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. IF NO AMOUNTS WERE PAID, CASTIGLIA AI'S TOTAL LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).
Indemnification
Customer agrees to indemnify, defend, and hold harmless Castiglia AI, its owner, affiliates, contractors, service providers, licensors, suppliers, agents, representatives, successors, and assigns from and against any and all claims, demands, actions, losses, liabilities, damages, penalties, fines, judgments, settlements, costs, and expenses, including reasonable attorney's fees, arising out of or related to Customer's use or misuse of the Services; Customer's breach of this Agreement; Customer's violation of any incorporated policy; Customer Data; Customer's communications, campaigns, calls, SMS messages, emails, chats, AI assistants, workflows, automations, or outputs; Customer's violation of applicable law; Customer's failure to obtain required consent or provide required disclosures; Customer's violation of TCPA, TSR, CAN-SPAM, Do Not Call, call recording, privacy, consumer protection, or industry-specific laws; claims brought by Customer's customers, leads, prospects, contacts, employees, contractors, authorized users, or communication recipients; Customer's use of third-party services or integrations; or any activity occurring under Customer's account.
Suspension
Castiglia AI may suspend Services immediately and without liability if Customer fails to pay amounts due; Customer breaches this Agreement; Customer violates the Acceptable Use Policy; Customer's use creates legal, regulatory, operational, technical, provider, security, or reputational risk; suspension is required by law; suspension is requested or required by a third-party provider, telecommunications carrier, regulator, or governmental authority; or suspension is necessary to protect Castiglia AI, other customers, third-party providers, recipients, or the public. Customer remains responsible for all fees and charges during any suspension period unless otherwise agreed in writing.
Governing Law and Disputes
This Agreement shall be governed by the laws of the State of Texas, without regard to conflict of law principles. Subject to the arbitration provision, legal proceedings shall be brought exclusively in state or federal courts located in Texas. Customer irrevocably consents to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum.
At Castiglia AI's sole discretion, Castiglia AI may require any dispute, claim, or controversy to be submitted to binding arbitration before a single arbitrator, administered under the AAA rules or another arbitration provider selected by Castiglia AI. Customer agrees that any dispute shall be brought only in Customer's individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUSTOMER AND CASTIGLIA AI WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.
Any claim or cause of action arising out of or relating to this Agreement or the Services must be filed within six (6) months after the claim arose, unless a longer period is required by applicable law. Castiglia AI shall be entitled to recover reasonable attorney's fees, court costs, arbitration costs, collection costs, and related expenses where permitted by law.
General Provisions
Independent Contractors: The Parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary, franchise, or employment relationship.
Assignment: Customer may not assign or transfer this Agreement without Castiglia AI's prior written consent. Castiglia AI may assign this Agreement without Customer's consent in connection with a merger, acquisition, sale of assets, reorganization, change of control, or transfer of business operations.
Force Majeure: Castiglia AI will not be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government actions, power failures, internet failures, telecommunications failures, carrier outages, hosting provider failures, cyberattacks, security incidents, third-party provider failures, supply chain disruptions, or changes in law or regulation. Payment obligations are not excused by force majeure events.
Export Compliance: Customer agrees to comply with all applicable export control, trade, and sanctions laws.
Entire Agreement: This Agreement, together with all Orders, SOWs, invoices, incorporated policies, and applicable written agreements, constitutes the entire agreement between the Parties regarding the Services.
Electronic Acceptance: Electronic signatures, click-through acceptance, checkbox acceptance, email confirmation, invoice payment, account creation, and continued use of the Services may constitute acceptance of this Agreement with the same legal effect as a physical signature.
Contact Information
For notices, support, billing issues, legal communications, or questions regarding this Agreement, please contact:
Acceptance
By signing up for any Castiglia AI service, purchasing a subscription, placing an order, paying an invoice, or accessing and using the Services, you hereby agree to and are bound by this Master Services Agreement in its entirety, without modification.
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