AI Agent Service Agreement | CW Ad Agency

AI Agent Service Agreement

Effective Date: February 20, 2026 | Last Updated: February 20, 2026

This AI Agent Service Agreement ("Agreement") is a legally binding contract between you ("Client," "You," or "Your") and Cullari & Wardell, LLC, operating as CW Ad Agency and its related companies ("Company," "We," "Us," or "Our"). This Agreement governs Your use of the CW Ad Agency AI Agent service ("AI Agent" or "Service"), including AI-powered chat widgets, voice phone agents, WhatsApp integrations, and all related features.

Acceptance of Terms

By subscribing to, accessing, or deploying the AI Agent on Your website or telephone systems, You agree to be bound by this Agreement, our Terms and Conditions of Use, our Privacy Policy, and, if applicable, the Artemis Targeting Software License Agreement. If You do not agree, do not use the Service.

1. Service Description

1.1 The AI Agent

The CW Ad Agency AI Agent is an artificial intelligence-powered customer service tool designed for laundromats, dry cleaners, and similar local businesses. The AI Agent operates across multiple communication channels to handle customer inquiries, book orders, schedule pickups, and provide business information on Your behalf.

1.2 Communication Channels

Depending on Your subscription tier, the AI Agent may operate across the following channels:

1.3 Core Capabilities

The AI Agent is designed to perform the following functions using Your custom knowledge base:

1.4 SEO & AI Search Optimization

The AI Agent includes automatic structured data injection on pages where the chat widget is deployed. This provides schema.org markup, FAQ rich results, and local business signals to search engines and AI search tools. This feature is provided as-is and We make no guarantees regarding search engine rankings, visibility, or indexing outcomes.

2. Subscription Tiers, Fees, and Billing

2.1 Subscription Plans

The AI Agent is offered in the following subscription tiers:

Feature Starter ($99/mo) Growth ($199/mo) Scale ($349/mo)
AI Chat Widget Included Included Included
Custom Knowledge Base Included Included Included
Language Support English + Spanish English + Spanish English + Spanish + Custom
Geolocation / Google Maps 1 Location 2 Locations Up to 10 Locations
SEO & AI Search Optimization Included Included Included
WDF Booking & P/D Scheduling Included Included Included
Voice Phone Agent — 200 minutes/mo 500 minutes/mo
WhatsApp Integration — Included Included
Priority Support — Included Included
SMS Notifications — — Included
Insights Dashboard — — Included
Conversation History — — Included
White-label Option — — Included
CleanCloud Integration — — Included

All plans include initial setup, knowledge base training, and onboarding at no additional charge.

2.2 Billing and Payment

Subscription fees are billed monthly in advance on the anniversary of Your subscription start date. Payment is accepted via major credit cards (Visa, Mastercard, American Express, Discover). You authorize Us to charge Your payment method for recurring subscription fees on each renewal date.

Subscription fees are subject to change with 30 days advance written notice. New prices take effect at Your next billing cycle. You may cancel before the next billing cycle to avoid the adjusted rate.

2.3 Voice Minutes and Overages

Voice Phone Agent usage is measured in minutes of inbound call time. Minutes included in Your subscription tier are allocated per monthly billing cycle and do not roll over to subsequent months.

If You exceed Your included minutes, additional usage will be billed at the overage rate disclosed in Your account dashboard or onboarding materials. We will make reasonable efforts to notify You when You approach Your minute limit, but You are responsible for monitoring Your usage. Overage charges are billed in arrears at the end of each billing cycle.

2.4 No Long-Term Contracts

All subscriptions are month-to-month. There are no long-term contracts or commitments. You may cancel at any time, and Your cancellation will take effect at the end of the current billing period. No refunds are issued for partial months.

2.5 Custom Implementations

Custom implementations beyond standard tier features are available and will be scoped and priced separately. Custom work requires a written statement of work ("SOW") agreed upon by both parties before commencement. Fees for custom implementations are non-refundable once work has begun.

2.6 Taxes

Subscription fees do not include applicable sales tax, VAT, or other transaction taxes. You are responsible for all taxes imposed by Your jurisdiction. We will collect and remit taxes where required by law.

3. Setup, Knowledge Base, and Configuration

3.1 Onboarding

Upon subscribing, We will configure and deploy the AI Agent for Your business. This includes collecting Your business information (hours, services, pricing, locations, policies), building a custom knowledge base tailored to Your operations, deploying the chat widget on Your website, configuring voice and/or WhatsApp channels (if included in Your tier), and connecting third-party integrations (if applicable).

3.2 Knowledge Base

The custom knowledge base is the core dataset that powers the AI Agent's responses. You are responsible for providing accurate, complete, and current business information for inclusion in the knowledge base. We will configure the knowledge base based on information You provide, but We do not independently verify the accuracy of Your business data (including pricing, service offerings, hours of operation, or service area boundaries).

Knowledge Base Accuracy

The AI Agent responds based on the information in Your knowledge base. If Your knowledge base contains incorrect pricing, outdated hours, wrong service area boundaries, or other inaccurate information, the AI Agent will relay that incorrect information to Your customers. You are solely responsible for keeping Your knowledge base current and accurate. You may request knowledge base updates by contacting Our support team.

3.3 Knowledge Base Ownership

The business information You provide (pricing, hours, policies, service descriptions) remains Your property. However, the structured knowledge base format, AI training configurations, prompt engineering, and system architecture used to power the AI Agent are Our proprietary intellectual property.

Upon termination of Your subscription:

3.4 Website Integration Requirements

Deploying the chat widget requires adding a JavaScript snippet to Your website. You are responsible for ensuring You have the legal right and technical ability to add code to Your website. We are not responsible for website performance issues, conflicts with existing scripts, or compatibility problems with Your hosting provider or website platform.

4. AI Accuracy, Limitations, and Disclaimers

IMPORTANT: THE AI AGENT IS AN ARTIFICIAL INTELLIGENCE SYSTEM WITH INHERENT LIMITATIONS.

THE AI AGENT MAY OCCASIONALLY PRODUCE INACCURATE, INCOMPLETE, OR CONTEXTUALLY INAPPROPRIATE RESPONSES. YOU ACKNOWLEDGE THAT AI TECHNOLOGY IS NOT INFALLIBLE AND THAT HUMAN OVERSIGHT IS REQUIRED.

4.1 No Guarantee of Accuracy

While We design the AI Agent to respond accurately based on Your knowledge base, We do not warrant or guarantee that:

4.2 Voice Agent Limitations

The Voice Phone Agent uses speech recognition and natural language processing to conduct telephone conversations. You acknowledge that:

4.3 Order Booking Disclaimer

When the AI Agent books orders or schedules pickups on Your behalf:

4.4 Pricing Quotes

The AI Agent provides pricing information based on the data in Your knowledge base. We are not liable for:

4.5 Human Escalation

The AI Agent is configured to escalate complex issues, complaints, and requests it cannot handle to a human operator. However, escalation depends on the AI Agent correctly identifying when escalation is needed. We do not guarantee that the AI Agent will escalate every situation that warrants human attention. You should maintain procedures for customers to reach a human operator through alternative means.

4.6 Performance Claims Disclaimer

Results May Vary

Any performance metrics, case studies, testimonials, or statistics displayed on Our website or marketing materials (including but not limited to revenue increases, call answer rates, cost savings, or order volumes) represent results achieved by specific clients under specific circumstances. These results are not guaranteed, and Your actual results may vary significantly based on Your business size, location, customer base, pricing, service quality, market conditions, and other factors outside Our control.

We do not guarantee any specific business outcomes, including revenue increases, customer acquisition, order volumes, call handling rates, or cost savings.

5. Third-Party Integrations

5.1 CleanCloud Integration

The Scale tier includes integration with CleanCloud, a third-party point-of-sale (POS) system. When enabled, the AI Agent may create customer records in Your CleanCloud account, submit orders (WDF, P&D) directly to CleanCloud, sync customer contact information, and access customer order history and account balances.

CleanCloud Integration Requirements:

CleanCloud Liability Disclaimer:

5.2 WhatsApp Integration

WhatsApp messaging is provided through integration with the WhatsApp Business Platform. You acknowledge that:

5.3 Google Maps and Geolocation

The AI Agent uses Google Maps APIs for geolocation features, including nearest-store identification, distance calculations, and driving directions. You acknowledge that:

5.4 Telephony Services

Voice Phone Agent calls are routed through third-party telephony providers. We are not responsible for call quality issues, dropped calls, routing failures, or outages caused by telecommunications infrastructure outside Our control.

5.5 General Third-Party Disclaimer

We may add, modify, or remove third-party integrations at any time. Changes to third-party service terms, pricing, APIs, or availability are outside Our control and do not constitute a breach of this Agreement. We will make reasonable efforts to notify You of integration changes that materially affect Your Service.

6. Data Collection, Privacy, and Customer Information

6.1 Data Collected by the AI Agent

In the course of operating the AI Agent on Your behalf, the Service collects personal information from Your customers ("End User Data"), including but not limited to:

6.2 Data Roles and Responsibilities

For purposes of applicable data protection laws (including GDPR and CCPA):

Your Privacy Obligations

You are responsible for:

6.3 Voice Call Recording and Consent

If Your subscription includes the Voice Phone Agent, calls may be recorded or transcribed for quality assurance, order accuracy, and dispute resolution. You are responsible for ensuring that call recording complies with applicable laws in Your jurisdiction, including:

We are not liable for legal claims arising from insufficient recording disclosures or failure to obtain proper consent.

6.4 Conversation History and Storage

Chat transcripts, call recordings/transcriptions, and WhatsApp message history are stored for the duration of Your active subscription. This data is used to provide the Insights Dashboard and Conversation History features (Scale tier), improve AI Agent performance, resolve customer disputes, and generate aggregate analytics.

Upon termination of Your subscription, conversation data is retained for 90 days and then permanently deleted. You may request export of conversation data in a standard format before deletion by contacting support@artemistargeting.com.

6.5 Data Security

We implement commercially reasonable security measures to protect End User Data, including encryption in transit (TLS/SSL), access controls and authentication, secure cloud infrastructure, and regular security monitoring.

However, no security system is completely impenetrable. We cannot guarantee absolute security of data transmitted through the AI Agent, and You acknowledge that data transmission carries inherent risks.

6.6 SMS Notifications

If Your subscription includes SMS Notifications (Scale tier), text messages may be sent to Your customers for order confirmations, pickup reminders, and service updates. You are responsible for ensuring that SMS recipients have provided proper consent in compliance with TCPA, CTIA guidelines, and applicable state laws. Standard messaging terms apply per Our Terms and Conditions.

6.7 Data Use Restrictions

We will not sell End User Data to third parties. We will not use End User Data for purposes unrelated to providing the Service. We may use anonymized, aggregated data (containing no personally identifiable information) for platform improvement and analytics. We may share End User Data with third-party sub-processors (cloud hosting, telephony providers, CleanCloud) solely as necessary to provide the Service.

7. Service Availability and Uptime

7.1 Best-Effort Availability

The AI Agent is designed to operate 24 hours a day, 7 days a week, including nights, weekends, and holidays. However, this is a best-effort commitment, not a guaranteed service level. We do not guarantee 100% uptime or uninterrupted availability.

7.2 Planned Maintenance

We may perform scheduled maintenance that temporarily affects Service availability. We will make reasonable efforts to schedule maintenance during off-peak hours and to provide at least 48 hours advance notice when possible.

7.3 Unscheduled Downtime

The Service may experience unscheduled downtime due to:

We are not liable for business losses, missed orders, missed calls, or customer complaints arising from Service downtime, whether planned or unplanned.

7.4 Fallback Procedures

You are responsible for maintaining backup procedures for handling customer calls and inquiries in the event the AI Agent is unavailable. This may include voicemail systems, call forwarding to a human operator, or alternative customer communication channels. We are not responsible for providing backup customer service during downtime.

8. Your Responsibilities

8.1 Accurate Business Information

You must provide and maintain accurate, current business information for the knowledge base, including pricing, hours of operation, service offerings, service area boundaries, pickup/delivery schedules, and business policies. You must promptly notify Us of any changes to Your business information that affect the AI Agent's responses.

8.2 Monitoring and Oversight

You are responsible for regularly monitoring AI Agent interactions, especially during the initial deployment period, to verify response accuracy, identify issues, and ensure customer satisfaction. The AI Agent is a tool to assist Your business—it does not replace the need for human oversight.

8.3 Customer Complaints

You are responsible for resolving all customer complaints and disputes, including those arising from AI Agent interactions. We will provide conversation logs and relevant data to assist in dispute resolution, but the resolution of customer issues is Your responsibility.

8.4 Compliance

You are responsible for ensuring that Your use of the AI Agent complies with all applicable laws and regulations in Your jurisdiction, including consumer protection laws, advertising regulations, accessibility requirements (ADA, WCAG), health and safety regulations, and employment laws.

8.5 Account Security

You are responsible for maintaining the confidentiality of Your account credentials and for all activity that occurs under Your account. You must notify Us immediately of any unauthorized use of Your account.

9. Intellectual Property

9.1 Our Intellectual Property

We retain all rights, title, and interest in and to the AI Agent, including but not limited to:

9.2 Your Content

You retain ownership of the business content You provide (branding, logos, policies, pricing data). You grant Us a limited, non-exclusive license to use Your content solely for the purpose of providing the Service during the term of Your subscription.

9.3 Restrictions

You may not copy, decompile, reverse engineer, or create derivative works from the AI Agent or any of its components. You may not resell, sublicense, or provide access to the AI Agent to third parties. You may not use the AI Agent to develop competing products or services. You may not remove or alter any proprietary notices or branding (except under the white-label option).

10. Disclaimer of Warranties

THE AI AGENT IS PROVIDED "AS IS" AND "AS AVAILABLE."

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT: THE AI AGENT WILL BE ERROR-FREE OR UNINTERRUPTED; AI RESPONSES WILL BE ACCURATE, COMPLETE, OR APPROPRIATE IN ALL CIRCUMSTANCES; THE SERVICE WILL MEET YOUR SPECIFIC BUSINESS REQUIREMENTS; PRICE QUOTES, ORDER DETAILS, OR SERVICE AREA DETERMINATIONS WILL BE CORRECT; VOICE RECOGNITION OR NATURAL LANGUAGE PROCESSING WILL FUNCTION PERFECTLY; INTEGRATIONS WITH THIRD-PARTY SERVICES WILL OPERATE WITHOUT INTERRUPTION; OR THE SERVICE WILL RESULT IN ANY SPECIFIC BUSINESS OUTCOMES.

11. Limitation of Liability

11.1 Exclusion of Consequential Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

11.2 Liability Cap

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Essential Basis of the Bargain

THE LIMITATIONS IN THIS SECTION 11 ARE FUNDAMENTAL ELEMENTS OF THE PRICING AND TERMS OF THE SERVICE. WE WOULD NOT PROVIDE THE SERVICE AT THE SUBSCRIPTION RATES OFFERED WITHOUT THESE LIMITATIONS.

11.4 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, Our liability shall be limited to the greatest extent permitted by applicable law.

12. Indemnification

12.1 Your Indemnification of Us

You agree to indemnify, defend, and hold harmless CW Ad Agency, Cullari & Wardell, LLC, their related companies, officers, directors, employees, and agents from any claims, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from:

12.2 Indemnification Process

We will promptly notify You of any claim subject to indemnification. You will have the right to assume control of the defense, provided You hire competent counsel and keep Us informed. You may not settle any claim on Our behalf without Our prior written consent.

13. Termination

13.1 Termination by You

You may cancel Your subscription at any time through Your account settings or by emailing support@artemistargeting.com. Cancellation takes effect at the end of the current billing period. No refunds are issued for partial months.

13.2 Termination by Us

We may suspend or terminate Your access immediately and without notice for material breach of this Agreement, non-payment of fees after a 10-day grace period, use of the Service for illegal, fraudulent, or abusive purposes, or conduct that harms other users, Our systems, or Our reputation.

We may terminate with 30 days notice for business reasons or if We discontinue the AI Agent service.

13.3 Effect of Termination

Upon termination:

14. Dispute Resolution

14.1 Governing Law

This Agreement is governed by the laws of the State of Wyoming, without regard to conflict of law principles.

14.2 Informal Resolution

Before filing any legal claim, You agree to first attempt to resolve disputes informally by contacting Us at legal@artemistargeting.com. We will attempt to resolve the dispute within 60 days.

14.3 Binding Arbitration

If informal resolution fails, all disputes shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Rules in Sheridan, Wyoming. You waive any right to litigate in court (except small claims court or claims for injunctive relief).

14.4 Class Action Waiver

YOU MAY ONLY BRING CLAIMS ON YOUR OWN BEHALF AND WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS OR REPRESENTATIVE PROCEEDINGS.

14.5 30-Day Opt-Out

You may opt out of binding arbitration by sending written notice within 30 days of first accepting this Agreement to legal@artemistargeting.com. If You opt out, disputes will be resolved in the state and federal courts of Sheridan County, Wyoming.

14.6 Limitation Period

You must bring any claim within one (1) year after the cause of action arises, or such claim is permanently barred.

15. General Provisions

15.1 Entire Agreement

This Agreement, together with Our Terms and Conditions of Use, Privacy Policy, and any applicable statement of work, constitutes the entire agreement between You and Us regarding the AI Agent service. In the event of a conflict between this Agreement and the general Terms and Conditions of Use, this Agreement shall control with respect to the AI Agent service.

15.2 Modifications

We may modify this Agreement at any time with 30 days advance notice via email. Continued use of the Service after changes take effect constitutes acceptance. If You do not agree, You may cancel Your subscription before the changes take effect.

15.3 Severability

If any provision is held unenforceable, the remaining provisions remain in full force and effect.

15.4 No Waiver

Our failure to enforce any provision shall not constitute a waiver of that provision.

15.5 Assignment

You may not assign this Agreement without Our written consent. We may assign this Agreement to any affiliate, successor, or acquirer.

15.6 Force Majeure

We are not liable for failures caused by events beyond Our reasonable control, including natural disasters, pandemics, war, terrorism, government action, telecommunications failures, third-party service outages, cyberattacks, or changes in law.

16. Contact Information

For questions about this Agreement or the AI Agent service:

CW Ad Agency
A division of Cullari & Wardell, LLC
1309 Coffeen Avenue, STE 1200
Sheridan, WY 82801
Email: support@artemistargeting.com
Legal: legal@artemistargeting.com
Phone: (908) 333-4776