Resources / Master Services Agreement
Draft v0.1, October 4, 2026
This draft has not been reviewed by counsel and does not yet bind anyone. Until it is finalized and announced, our Terms of Service continue to govern use of the service. Text in [square brackets] is a placeholder that has not been decided.
This Master Services Agreement (the "Agreement") is between Mucho Gusto AI, Inc., a Delaware corporation ("Mucho Gusto", "we", "us"), and the organization that accepts it by signing an Order Form or by creating an account and subscribing in the Services ("Customer", "you"). It governs Customer's use of the Mucho Gusto web and mobile applications and related services (the "Services").
1.1"Authorized User" means an employee, contractor or other individual whom Customer or its identity provider invites or provisions to use the Services under Customer's account, including Administrators.
1.2"Administrator" means an Authorized User who holds the administrator role for Customer's organization in the Services.
1.3"Activated Seat" means an Authorized User whose account is not deleted and who has used the Services within the preceding 90 days, as measured by our records, subject to any minimum seat count of Customer's plan.
1.4"Customer Content" means the videos, audio, transcripts, captions, comments, profile information and other content that Authorized Users submit to the Services, and the directory and organization data Customer connects to the Services.
1.5"Order Form" means a document signed by both parties, or an online or in-app order or plan selection made by an Administrator (including through Stripe checkout or the admin console), that identifies the plan, seats, fees and Subscription Term.
1.6"Subscription Term" means the period for which Customer has subscribed, including any renewal, as stated in the Order Form or shown in the Services.
1.7"DPA" means our Data Processing Addendum, which is incorporated into this Agreement.
1.8"Documentation" means our published product and help documentation, including the Resources pages on our website, as updated from time to time.
2.1This Agreement consists of these terms, each Order Form, the DPA and the policies referenced here. If they conflict, the order of precedence is: (a) the Order Form, but only for the commercial terms it states; (b) the DPA, for the processing of personal data; (c) these terms.
2.2This Agreement replaces our earlier Terms of Service as between you and us once it takes effect, and applies to every plan, including the free plan and any trial. By creating an account on behalf of an organization or by subscribing, you confirm you have authority to bind that organization.
2.3Individual Authorized Users are not parties to this Agreement. Customer is responsible for each Authorized User's compliance with it, and Section 5 describes the rules that apply to Authorized Users' use of the Services.
3.1Subject to this Agreement and payment of applicable fees, we grant Customer a non-exclusive, non-transferable right during the Subscription Term to access and use the Services for its internal business purposes through its Authorized Users, within the limits of its plan.
3.2We may improve and change the Services. We will not materially reduce the core functionality of a paid plan during a paid Subscription Term without notice, and Section 7.4 describes Customer's remedy if we do.
3.3Free plans, trials and pre-release features are provided "as is", without the warranties in Section 12.1 or any service commitment. We may change or end them on reasonable notice, and our liability for them is limited as stated in Section 14.4.
3.4Support is provided by email at [email protected] on a commercially reasonable efforts basis. We do not offer an uptime commitment or service credits under this Agreement. Any such commitment applies only if stated in an Order Form.
3.5The Services include mobile applications. Distribution of the iOS application is governed by Apple's terms, and a one-time organization upgrade bought through the App Store is processed by Apple under Apple's terms, including its refund rules.
4.1Customer is responsible for its Administrators' and Authorized Users' activity under its account, for keeping credentials secure, and for promptly telling us of any unauthorized use.
4.2Customer will not and will not allow others to: (a) interfere with or disrupt the Services or attempt to access another customer's data; (b) reverse engineer the Services except as law allows; (c) use the Services to post unlawful, harassing, threatening, hateful, sexual or violent content, or spam; (d) impersonate any person or upload content it has no right to share; (e) resell the Services; or (f) use the Services to build a competing product.
4.3Administrators can invite and remove members, moderate content, connect integrations and manage the plan. Customer controls who has an account in its organization, including through SCIM or directory sync, and we act on those instructions.
4.4Customer is responsible for the third-party services it connects, as described in Section 9.
5.1Participation is voluntary. Customer will not require an Authorized User to record or post a video, and will not take or threaten any adverse employment action against anyone for choosing not to record or post.
5.2Customer will not use Customer Content, including videos, transcripts and comments, or engagement data about an identifiable individual, to make or support decisions about hiring, promotion, compensation, discipline or termination.
5.3Customer is responsible for giving Authorized Users every notice, and obtaining every consent, that applicable law requires for the collection and processing of their image, voice and personal data through the Services, including any biometric-privacy, employee-monitoring or works-council requirements in the places where Customer operates. We do not perform facial recognition on Customer Content.
5.4Authorized Users can delete their own videos and comments and their own accounts, and Customer will not obstruct that.
6.1Fees are as stated in the Order Form or shown in the Services at checkout, and are based on Activated Seats, subject to the minimum seat count and seat cap of Customer's plan. Fees are in US dollars and exclude taxes, which Customer will pay except for taxes on our income.
6.2Self-serve plans: fees are charged monthly through Stripe to the payment method on file. Customer authorizes those charges and can cancel under Section 7.1.
6.3Enterprise plans: we invoice annually in advance, and Customer will pay each undisputed invoice within 30 days of the invoice date. If seats in use exceed the seats ordered, we may invoice the additional seats pro rata for the rest of the Subscription Term.
6.4If an undisputed amount is more than [10] days overdue, we may suspend access to the paid features after written notice until it is paid. Customer must raise any good-faith billing dispute within 30 days of the invoice or charge, and we will work with Customer to resolve it promptly.
6.5Price changes. For a self-serve plan we will give at least 30 days' notice of a price change, effective at the next billing period. For an Enterprise renewal we will give at least 60 days' notice of any increase, and an increase in the per-seat price will not exceed 10 percent over the prior term's price unless Customer agrees otherwise.
6.6Fees are non-cancellable and non-refundable except as stated in this Agreement.
7.1Self-serve plans renew monthly until cancelled. Customer can cancel at any time from the billing portal, and the cancellation takes effect at the end of the current monthly period, with no refund of fees already paid for it.
7.2Enterprise plans run for the initial Subscription Term in the Order Form and then renew automatically for successive 12-month terms, unless either party gives written notice of non-renewal at least [60] days before the term ends.
7.3Either party may terminate this Agreement or an Order Form by written notice if the other party materially breaches it and does not cure the breach within 30 days of written notice describing it, or if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings.
7.4If we materially reduce the functionality of a paid plan and do not restore it or provide a comparable alternative within a reasonable time after Customer's written notice, Customer may terminate the affected Order Form.
7.5If Customer terminates under Section 7.3 for our breach or under Section 7.4, we will refund the prepaid fees for the period after the termination date, pro rata. If we terminate for Customer's breach, Customer remains liable for fees through the end of the then-current Subscription Term. Neither party may terminate an Enterprise Order Form for convenience during the Subscription Term.
7.6On termination or expiry: Customer's access ends; Customer may export its data in the Services until the termination date, and we will provide an export on written request made before the termination date; and we will delete Customer Content within 30 days as described in the DPA. Sections that by their nature should survive, including 8, 10, 11, 13, 14 and 16, survive.
8.1As between the parties, Customer owns Customer Content. Customer grants us a worldwide, non-exclusive license during the Subscription Term, and for the deletion period afterwards, to host, process, transmit and display Customer Content only to provide, secure and support the Services for Customer, and as this Agreement and the DPA allow.
8.2We do not use Customer Content to train machine-learning models, and we do not sell Customer Content.
8.3We may create and use de-identified, aggregated usage data that does not contain Customer Content and cannot reasonably be used to identify Customer, any Authorized User or any other person, to operate, secure and improve the Services. We own that aggregated data.
8.4Our processing of personal data on Customer's behalf is governed by the DPA, including its security measures, subprocessor terms, breach notification and international-transfer terms. The DPA's list of subprocessors is published on our Subprocessors page, and we give at least 30 days' notice before adding or replacing one.
8.5We maintain administrative, technical and organizational safeguards described in the DPA and in our published security documentation. We do not represent that we hold any third-party security certification or audit report except as we state in writing, and our security page describes our current compliance status.
8.6Customer is responsible for configuring Administrator access appropriately, and for the accuracy and legality of the directory data it connects.
9.1Customer's Administrators and Authorized Users can connect the Services to third-party services such as Slack, Google Workspace and Calendar, Microsoft 365, Microsoft Teams and HR systems. Each connection is made by Customer's own people, uses the permissions Customer grants, and can be disconnected by Customer at any time. The Resources pages describe the permissions each connection requests and the data it reads.
9.2Customer's use of a third-party service is governed by that service's own terms. We are not responsible for a third-party service's availability, security or conduct, and a change or outage in a third-party service is not a breach by us.
9.3Customer authorizes us to exchange data with a connected service as Customer configures it. Disconnecting stops further exchange, and Section 7.6 and the DPA govern the data already held.
10.1We and our licensors own the Services, the Documentation and all related intellectual property. Except for the access right in Section 3.1, no rights are granted to Customer.
10.2Customer grants us a perpetual, royalty-free license to use any suggestion or feedback Customer provides about the Services, without obligation to Customer.
11.1Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Customer Content is Customer's Confidential Information. The terms of an Order Form are confidential to both parties.
11.2The receiving party will use the other's Confidential Information only to perform or exercise rights under this Agreement, will protect it with at least reasonable care, and will disclose it only to personnel and advisers who need to know it and are bound by comparable duties.
11.3These duties do not apply to information that is public through no fault of the recipient, was already known to or independently developed by the recipient, or was rightfully received from a third party. A party may disclose Confidential Information when legally compelled, after giving the other prior notice where lawful.
11.4These duties continue for 3 years after this Agreement ends, and for as long as Customer Content and any trade secret remain confidential.
12.1We warrant that we will provide the paid Services with reasonable care and skill, and that they will materially conform to the Documentation during the Subscription Term. Customer's exclusive remedy for a breach of this warranty is for us to correct the non-conformity or, if we cannot do so within a reasonable time, for Customer to terminate and receive the refund described in Section 7.5.
12.2Each party warrants that it has the authority to enter into this Agreement and will comply with laws that apply to its performance of it.
12.3Except as stated in this Agreement, the Services are provided "as is" and "as available", and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement, to the extent the law allows. We do not warrant that the Services will be uninterrupted or error-free. Metrics such as the Connection Score are analytic aids and are not a guarantee of business outcomes such as retention.
13.1We will defend Customer against any third-party claim alleging that the Services, as we provide them, infringe that party's intellectual property rights, and will pay the damages and costs a court finally awards or that we agree in settlement. This does not apply to a claim that arises from Customer Content, from combining the Services with something we did not provide, or from use in breach of this Agreement. If the Services become subject to such a claim we may modify them, obtain a right for Customer to keep using them, or terminate the affected Order Form and refund prepaid fees for the unused period. This Section states our entire liability for infringement claims.
13.2Customer will defend us against any third-party claim arising from (a) Customer Content, (b) Customer's use of the Services in breach of Section 4 or Section 5, or (c) Customer's failure to give a notice or obtain a consent required by Section 5.3, and will pay the damages and costs a court finally awards or that Customer agrees in settlement.
13.3The indemnified party will give prompt written notice of the claim, allow the indemnifying party to control the defense and settlement (but no settlement may impose liability or an admission on the indemnified party without its consent), and reasonably cooperate at the indemnifying party's cost.
14.1Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue or goodwill, arising from this Agreement, even if advised of the possibility.
14.2Each party's total liability arising from this Agreement is limited to the fees paid and payable by Customer for the Services in the 12 months before the event giving rise to the liability.
14.3For our breach of the DPA, of our security obligations under Section 8, or of our confidentiality obligations in respect of Customer Content, our total liability is instead limited to 2 times the fees paid and payable by Customer in those 12 months. This amount is in place of, and not in addition to, the amount in Section 14.2.
14.4For a free plan, trial or pre-release feature, our total liability is limited to [US$100].
14.5These limits and exclusions do not apply to a party's indemnification obligations under Section 13, to fraud, gross negligence or willful misconduct, to death or personal injury caused by negligence, to Customer's obligation to pay fees, or to any liability that cannot be limited by law.
15.1We will not use Customer's name, logo or trademarks in marketing materials, or state that Customer is a customer, without Customer's prior written permission, which Customer may withdraw on written notice.
16.1Governing law and venue. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction, and each party submits to them. The EU Standard Contractual Clauses in the DPA are governed by the law stated in the DPA.
16.2Before starting a lawsuit, the parties will try in good faith to resolve a dispute through discussion between their senior representatives for 30 days. This does not prevent a party from seeking urgent injunctive relief.
16.3Changes. We may update this Agreement for self-serve customers by giving at least 30 days' notice, in the Services or by email to an Administrator. If a change is materially adverse and Customer does not accept it, Customer may cancel before it takes effect. An Enterprise Order Form and any changes to an Enterprise agreement require a writing signed by both parties.
16.4Assignment. Neither party may assign this Agreement without the other's written consent, which will not be unreasonably withheld, except that either party may assign it to an affiliate or to a successor in a merger, acquisition or sale of all or substantially all of its business or assets, with notice to the other.
16.5Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, war, terrorism, labor action, government action, or an outage of a third-party hosting, network or utility provider. This does not excuse an obligation to pay.
16.6Notices. Notices to us go to Mucho Gusto AI, Inc., 150 Lake Dr, Bethlehem, CT, with a copy to [email protected]. Notices to Customer go to the Administrator's email address on file, or the address in the Order Form. Notices by email are effective when sent.
16.7Compliance. Customer will not use the Services in breach of applicable export-control or sanctions laws. Each party will comply with applicable anti-corruption laws.
16.8Entire agreement. This Agreement is the entire agreement about its subject matter and supersedes prior agreements and understandings about it, including our Terms of Service. Terms in a purchase order or similar document do not apply. If a provision is unenforceable, the rest remains in effect. A failure to enforce is not a waiver. The parties are independent contractors, and there are no third-party beneficiaries. This Agreement may be signed in counterparts and electronically.
Questions about this draft: [email protected].
Questions or a correction? [email protected]. See also: Security, Subprocessors, Privacy, Terms.