Vocapable Master Services Agreement

Version: v1.0 · Effective date: August 2, 2026

This Master Services Agreement (this “Agreement”) is entered into between Capstra Labs, LLC, a California limited liability company doing business as Vocapable (“Vocapable,” “we,” “us”), and the entity accepting this Agreement (“Customer,” “you”). It governs Customer’s access to and use of Vocapable’s AI-voice calling platform and related services (the “Service”). By clicking to accept, by executing an order form referencing this Agreement, or by using the Service, Customer agrees to this Agreement. The individual accepting represents that they have authority to bind Customer; if not, Customer may not use the Service.

The following documents are incorporated by reference and form part of this Agreement: the Telecom Compliance Addendum, the Platform Test Calls Addendum, the Acceptable Use Policy (“AUP”), the AI Technology Disclosure, the Data Processing Addendum (“DPA”), and the Privacy Policy. If they conflict, the order of precedence is: Telecom Compliance Addendum, Platform Test Calls Addendum, AUP, this Agreement’s body, then the remaining documents — except that the DPA controls over this Agreement’s body with respect to the processing of personal information, per its own Section 6.

1. The Service

1.1 What the Service is. The Service is a technology platform on which Customer configures, tests, and operates AI voice agents that place and receive telephone calls and send related messages, together with associated campaign management, compliance tooling, analytics, and APIs.

1.2 What the Service is not. Vocapable is a technology provider. Customer, and not Vocapable, determines who is called, when they are called, and what its agents are configured to say. Vocapable does not design, approve, or optimize Customer’s campaigns, calling lists, targeting, or scripts; does not source, sell, or recommend contact data; and does not act as Customer’s agent, telemarketer, or broadcaster. All production calls are placed on Customer’s own carrier account (Section 6) on Customer’s behalf and at Customer’s direction.

1.3 Compliance features are not legal advice. The Service includes compliance-support features (scrubbing, consent gating, calling-window enforcement, disclosure playback, opt-out handling, evidence records). These features assist Customer’s own compliance program; they are not a representation that any call is lawful, and no feature of the Service relieves Customer of its own obligation to comply with applicable law. Vocapable does not provide legal advice.

1.4 Modifications; no service level. The Service evolves. Vocapable may modify features, models, and interfaces, and will not materially degrade the core functionality of a paid subscription during its term without notice. The Service is offered without any service-level agreement or availability commitment. Availability targets, credits, or remedies for downtime exist only where expressly stated in a signed Order; otherwise, maintenance, degradation, and downtime — scheduled or unscheduled — are not breaches of this Agreement and create no right to any credit, refund, or set-off.

2. Accounts, Users, and Flow-Down

2.1 Customer is responsible for its accounts, credentials, and API keys, and for all activity under its account, including by its employees, contractors, and end users (“Users”). Acts and omissions of Users and of Customer’s affiliates using the Service are deemed Customer’s.

2.2 Downstream flow-down. If Customer uses the Service on behalf of, or resells to, its own clients, Customer must bind each such client to written terms no less protective of Vocapable than this Agreement (including the Telecom Compliance Addendum and AUP) and remains fully responsible for their compliance and conduct.

2.3 Eligibility and review. The Service is for business use only. Vocapable may require identity and business verification, may decline or limit any account, and may impose dial caps or other limits at its discretion, particularly during onboarding.

3. Fees, Usage, and Payment

3.1 Fees are as stated in the applicable order form or published pricing, plus metered usage. Usage is measured by the Service’s usage-event ledger, which is the system of record. Fees are exclusive of taxes; Customer pays all applicable taxes other than taxes on Vocapable’s income.

3.2 Customer pays for all usage. Unless Customer has configured limits (spend caps, concurrency caps, campaign limits), the Service does not stop traffic on Customer’s behalf, and Customer is responsible for payment of all usage incurred through its account, regardless of whether that usage exceeded Customer’s expectations, including usage caused by Customer’s own configuration, integrations, or Users.

3.3 Platform Test Calls are paid usage as described in the Platform Test Calls Addendum.

3.4 Undisputed amounts are due per the order form or on the payment method on file. Vocapable may suspend the Service for non-payment after 10 days’ notice.

3.5 No refunds; committed terms are non-cancellable. Except as expressly stated in Sections 12.2 and 12.3 or where required by non-waivable applicable law, all fees are non-refundable, and no refund or credit is provided for partial periods, unused capacity, unused included quantities, suspension caused by Customer, or dissatisfaction with the Service or its Outputs. The Sandbox account fee is non-refundable in all circumstances; its sole benefit beyond the Sandbox itself is the credit described in the Production Services Order. A committed term (annual or multi-year) is a purchase of reserved capacity for the full term: if Customer abandons or terminates a committed term before it ends (other than under Section 12.2 for Vocapable’s uncured material breach), or Vocapable terminates it for Customer’s breach, the remaining fees committed for the term become immediately due and payable. Early termination does not relieve payment.

3.6 Chargebacks. Initiating a payment-card dispute or chargeback for fees validly incurred under this Agreement, instead of the dispute process in Section 13, is a material breach. Vocapable may suspend the Service immediately upon such a dispute, the disputed amounts remain due, and Customer is responsible for Vocapable’s reasonable costs of responding, including dispute fees charged by the payment processor.

3.7 Renewals; price changes. Month-to-month subscriptions renew each month until either party cancels, effective at the end of the then-current period; amounts already paid for the current period are not refunded. Committed terms renew, expire, or convert as stated in the applicable Order. Vocapable may change published pricing on at least 30 days’ notice, effective at Customer’s next renewal — never mid-term for a committed term.

4. AI Technology; Experimental Nature; Customer’s Evaluation Duty

4.1 Nature of the technology. Customer acknowledges that the Service uses artificial intelligence and machine learning technologies, including large language models and speech synthesis, that are probabilistic and non-deterministic. Outputs — including everything an AI voice agent says on a call, transcriptions, summaries, extracted data, analyses, and scores (collectively, “Outputs”) — are generated by automated systems and may contain errors, inaccuracies, omissions, fabrications (“hallucinations”), or unintended content; may be false, incomplete, misleading, offensive, or not reflective of recent events; may deviate from Customer’s configuration, instructions, prompts, or knowledge sources; and may differ across identical inputs. The Service is an evolving and experimental technology under ongoing development, and Vocapable makes no representation that its behavior will be consistent, repeatable, or free from error, before, during, or after any call.

4.2 Customer’s evaluation and review duty. It is Customer’s sole responsibility to evaluate whether the Service and its Outputs are appropriate for Customer’s use case, including determining where human review, verification, or supervision is appropriate. Customer will not rely on any factual assertion in an Output without independently verifying it. Customer is solely responsible for the personas, prompts, scripts, objectives, knowledge sources, guardrail configuration, and voice selections it deploys, and for all statements made by AI voice agents operating under its account.

4.3 No high-risk sole reliance. Customer will not use the Service, and will not permit its Users to use the Service, as the sole or determinative basis for any decision or communication that has a legal, financial, medical, safety-of-life, employment, insurance, housing, or similarly significant effect on any individual, without meaningful human review.

4.4 Notice to called parties. Customer is responsible for ensuring called parties receive all notices required by applicable law regarding the automated and AI-generated nature of calls. The Service plays a non-removable AI-disclosure opener on every call as a platform control; that control supplements, and does not replace, Customer’s own disclosure obligations.

4.5 Adverse outcomes. Customer acknowledges that errors of the kind described in Section 4.1 — including errors occurring before a call (e.g., in planning, scheduling, or list handling), during a call (e.g., misstatements by an agent), or after a call (e.g., in transcripts, summaries, or extracted data) — may negatively affect Customer or third parties, and that, as between the parties and to the maximum extent permitted by law, Customer bears that risk (subject to Sections 9–11).

5. Third-Party Providers

5.1 The Service interoperates with third-party providers, including large-language-model providers, model aggregators and routers, speech-to-text and text-to-speech vendors, telecommunications carriers, and payment processors (“Providers”). Providers are not part of the Service, and Vocapable is not responsible for them. Vocapable makes no representation or warranty on any Provider’s behalf and is not the agent of any Provider.

5.2 While Vocapable expects Providers to comport with industry norms and their own policies, Vocapable does not monitor and makes no guarantee or warranty in respect of any Provider’s compliance with its contractual or legal obligations, and shall have no liability for any Provider’s delay, degradation, outage, error, rate limiting, content filtering, model change or deprecation, discontinuation, or failure, or for any Output produced by a Provider’s model.

5.3 Bring-your-own credentials. Where Customer connects its own Provider accounts or credentials (including Customer’s own Twilio account or subaccount under Section 6), Customer’s use of those capabilities is governed by Customer’s own agreement with that Provider, and Customer is solely responsible for procuring, maintaining, funding, and complying with that agreement, including the Provider’s acceptable-use, voice, and messaging policies.

6. Telephony

6.1 Production traffic is Customer-carried. Except for Platform Test Calls, all voice traffic originated through the Service is transmitted using Customer’s own carrier account or subaccount, under Customer’s own carrier relationship, from telephone numbers procured and controlled by Customer. Customer is the originating party and the party on whose behalf all such calls are placed. Customer is responsible for its carrier registrations and obligations, including Robocall Mitigation Database registration where applicable, STIR/SHAKEN attestation, caller-ID authority, number reputation, and responding to industry traceback and regulatory inquiries within the timeframe stated in the Telecom Compliance Addendum.

6.2 Platform Test Calls. Telephone numbers under Vocapable’s own carrier account are available solely for paid, low-volume test calls as described in the Platform Test Calls Addendum. The Service enforces this restriction technically; any attempt to place other traffic on platform numbers is refused and is a material breach.

6.3 NO EMERGENCY SERVICES. THE SERVICE IS A SOFTWARE PLATFORM, NOT A TELEPHONE SERVICE, AND DOES NOT SUPPORT AND MUST NOT BE USED FOR EMERGENCY CALLS OR COMMUNICATIONS OF ANY KIND, INCLUDING CALLS TO 911, E911, 988, 112, OR ANY OTHER EMERGENCY OR SAFETY-OF-LIFE NUMBER OR SERVICE. CUSTOMER WILL NOT CONFIGURE ANY AGENT TO PLACE, RECEIVE, OR HANDLE EMERGENCY COMMUNICATIONS, WILL MAINTAIN ORDINARY TELEPHONE SERVICE FOR EMERGENCY USE, AND WILL SO INFORM ITS USERS. CALLS TO EMERGENCY NUMBERS ARE PROHIBITED AND ARE BLOCKED BY THE SERVICE WHERE TECHNICALLY FEASIBLE.

7. Customer Content; Data

7.1 Customer retains ownership of the contact lists, prompts, scripts, knowledge sources, recordings of its own personnel, and other materials it provides (“Customer Content”). Customer grants Vocapable the rights needed to operate the Service, including processing Customer Content and call data per the DPA.

7.2 Customer represents that it has all rights and lawful bases needed for Vocapable to process Customer Content as contemplated, including with respect to every contact record it imports.

7.3 Vocapable owns the Service, its models, software, and all improvements. Vocapable does not use Customer Content or call recordings to train foundation models. Usage data and telemetry, de-identified or aggregated so that no customer or called party is identifiable, may be used to operate, secure, benchmark, and improve the Service, consistent with the DPA.

7.4 Compliance evidence retention. Certain records (consent evidence, scrub results, disclosure and opt-out evidence, attestations) are retained per the DPA’s compliance carve-outs notwithstanding deletion requests, for at least five (5) years, because they are the parties’ legal-defense record.

8. Beta and Experimental Features

Features identified as beta, preview, evaluation, trial, labs, or experimental are provided “as is” without any warranties or commitments of any kind, may be changed, suspended, or discontinued at any time without notice, may not be subject to the same security, availability, or support commitments as generally available features, and Vocapable shall have no liability or indemnification obligation arising from or relating to Customer’s use of them.

9. Warranty Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. VOCAPABLE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING, VOCAPABLE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, AVAILABLE AT ANY PARTICULAR TIME, SECURE, OR ERROR-FREE; THAT OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, OR SUITABLE FOR ANY PURPOSE; THAT CALLS OR MESSAGES WILL BE DELIVERED, COMPLETED, OR RECORDED; OR ANYTHING WITH RESPECT TO THIRD-PARTY PROVIDERS. VOCAPABLE PROVIDES NO SERVICE-LEVEL COMMITMENT (SECTION 1.4). CUSTOMER’S USE OF THE SERVICE IS AT ITS SOLE RISK.

10. Indemnification

10.1 By Customer. To the fullest extent permitted by law, Customer will indemnify, defend, and hold harmless Vocapable, its members, managers, officers, employees, and agents from and against any and all claims, demands, actions, investigations, and proceedings (including by any government or regulatory authority), and all resulting losses, liabilities, civil penalties, statutory damages, regulatory fines and forfeitures, damages, settlements, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating in any way to: (a) Customer’s or its Users’ access to or use of the Service; (b) calls placed, messages sent, or content spoken through Customer’s account, including any claim that such calls or messages violated the Telephone Consumer Protection Act (47 U.S.C. § 227) or FCC rules thereunder, the Telemarketing Sales Rule, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Truth in Caller ID Act, or any federal or state telemarketing, automated-calling, artificial-voice, AI-disclosure, call-recording, privacy, or do-not-call law; (c) Customer’s breach of this Agreement, the Telecom Compliance Addendum, the Platform Test Calls Addendum, or the AUP; (d) Customer’s failure to obtain, document, retain, or honor the revocation of consent; (e) Customer Content, prompts, scripts, knowledge sources, and calling lists; (f) any claim by a called party, by Customer’s own clients, or by any User; and (g) Customer’s violation of any third party’s rights. Vocapable may participate in the defense with its own counsel at its own expense; Customer will not settle any claim imposing non-monetary obligations on Vocapable without consent.

10.2 By Vocapable. Vocapable will defend Customer against third-party claims that the Service, as provided by Vocapable and used per this Agreement, infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret, and will pay resulting damages finally awarded or agreed in settlement. This obligation does not apply to claims arising from Customer Content or Outputs; combination with items not provided by Vocapable; modifications not made by Vocapable; use in violation of this Agreement; or Provider models or services. If the Service is enjoined, Vocapable may procure the right to continue, modify, replace, or terminate with a pro-rata refund. This Section 10.2 states Vocapable’s entire liability for infringement.

11. Limitation of Liability

11.1 Exclusion. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, DATA, OR COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY, EVEN IF ADVISED OF THE POSSIBILITY.

11.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VOCAPABLE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY CUSTOMER FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100).

11.3 Exclusions from the cap. Sections 11.1 and 11.2 do not limit: Customer’s indemnification obligations under Section 10.1; Customer’s breach of the Telecom Compliance Addendum, Platform Test Calls Addendum, or AUP; Customer’s payment obligations; or either party’s liability for fraud, willful injury to person or property, gross negligence, or willful violation of law, or any other liability that cannot lawfully be limited or excluded (including under California Civil Code § 1668). These carve-outs exist so that every other limitation in this Section is enforceable to its full stated extent.

11.4 The parties acknowledge these allocations reflect the pricing of the Service and are an essential basis of the bargain, and apply even if a remedy fails of its essential purpose.

12. Suspension; Termination

12.1 Vocapable may monitor, audit, meter, throttle, block, suspend, or terminate any campaign, agent, telephone number, feature, or account that Vocapable reasonably believes violates this Agreement, the addenda, the AUP, or applicable law, or that generates abnormal call patterns (including high unanswered-attempt volume, abnormally short average call duration, or elevated complaint, spam-label, or traceback rates), without prior notice where Vocapable reasonably deems it necessary to prevent harm, comply with law or a carrier or regulator requirement, or protect the platform. Vocapable will notify Customer as soon as practicable and lift the suspension when the basis is resolved. Vocapable has no liability for actions taken in good faith under this Section, and fees remain payable during suspension caused by Customer.

12.2 Either party may terminate for material breach uncured 30 days after notice (immediately for AUP, Telecom Compliance Addendum, or Platform Test Calls Addendum breaches), or for insolvency. If Customer terminates for Vocapable’s uncured material breach, Vocapable will refund the pro-rata unused portion of any prepaid fees for the terminated period — Customer’s sole and exclusive remedy for such a termination, subject to Section 11. Customer may export its data per the DPA for 30 days after termination; compliance evidence is retained per Section 7.4. Sections that by nature survive (3.5–3.6, 4, 5, 6.3, 7.4, 8–11, 13–15) survive.

12.3 Termination for convenience by Vocapable. Vocapable may terminate any subscription for convenience on 30 days’ notice, in which case it will refund the pro-rata unused portion of prepaid fees. Together with Section 12.2, this is the only refund provided under this Agreement.

13. Dispute Resolution; Arbitration; Class Waiver

13.1 Informal resolution first. The parties will first attempt in good faith to resolve any dispute by written notice and 30 days of discussion.

13.2 Binding arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Service that is not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, by a single arbitrator, seated in the county of Vocapable’s principal place of business in California, conducted in English. The arbitrator may award any relief a court could award to the individual party. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own attorneys’ fees except where the applicable rules or law provide otherwise. The arbitrator, and not any court, has exclusive authority to resolve disputes about the interpretation, applicability, or enforceability of this Section 13, except that a court decides the enforceability of Section 13.4.

13.3 Exceptions. Either party may (a) bring an individual claim in small-claims court, and (b) seek temporary injunctive relief in court for intellectual-property infringement, misuse of confidential information, or to prevent unauthorized use of the Service, pending arbitration.

13.4 Class, collective, representative, and mass-action waiver. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR MASS ACTION OR ARBITRATION. The arbitrator may not consolidate more than one party’s claims or preside over any form of representative or class proceeding.

13.5 Blow-up severability. If the waiver in Section 13.4 is held unenforceable as to a particular claim, then that claim (and only that claim) shall proceed in court rather than in arbitration, and Section 13.6 applies; the waiver remains enforceable as to all other claims. Except as stated in this Section 13.5, if any part of this Section 13 is held unenforceable, the remainder remains in effect.

13.6 Governing law; venue. This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws rules. For matters properly in court under this Section 13, the parties consent to the exclusive jurisdiction of the state and federal courts located in the county of Vocapable’s principal place of business in California, and waive any right to a jury trial to the maximum extent permitted by law.

13.7 Time to bring claims. To the maximum extent permitted by law, any claim arising out of or relating to this Agreement or the Service must be filed within one (1) year after the claim accrued, or it is permanently barred. This Section does not shorten any period that applicable law does not permit to be shortened.

14. Electronic Acceptance

This Agreement and all incorporated documents may be accepted electronically. Customer consents to contracting electronically under the U.S. E-SIGN Act and California UETA. Vocapable records, for each acceptance: the document version, a cryptographic hash of the exact text presented, the accepting individual’s name, title, and email, the originating IP address, and a server-side timestamp. Those records are the parties’ authoritative evidence of acceptance. When Vocapable updates a document, continued use of the affected Service features requires acceptance of the updated version; the Service will prompt for re-acceptance and may restrict the affected features until accepted.

15. General

Independent contractors; no third-party beneficiaries (except Vocapable indemnitees under 10.1). Customer may not assign without consent except to a successor in a merger or asset sale not involving a Vocapable competitor; Vocapable may assign to an affiliate or successor. Notices to support@capstralabs.com and Customer’s account email. Force majeure for events beyond reasonable control (including carrier and Provider failures). Export compliance and anti-corruption compliance. Entire agreement; order of precedence per the preamble; no reliance on any statement not in this Agreement. Amendments per Section 14. If any provision is unenforceable, it is modified to the minimum extent necessary and the remainder stands. No waiver by conduct. Headings are for convenience.

Capstra Labs, LLC, a California limited liability company, d/b/a Vocapable · Questions: support@capstralabs.com