Terms of Service

1. Introduction

Welcome to Ciela AI, a product of Kingstone Systems ("Ciela," "we," "our," or "us"). These Terms of Service ("Terms") govern your access to and use of ciela.ai, the Ciela dashboard, Ciela agents, demos, client portals, public API, downloadable Library assets, and related services (together, the "Service").

By creating an account, purchasing a subscription, using the Service, connecting a third-party account, generating an API key, or accessing a Ciela-powered demo or portal, you agree to these Terms and our Privacy Policy.

2. Eligibility and Account Responsibility

• You must be at least 18 years old and able to enter into a binding agreement.
• You must provide accurate, complete, and current account, billing, and business information.
• You are responsible for maintaining the confidentiality of your Ciela login, API keys, connected-account credentials, BYOK credentials, webhook secrets, and third-party account access.
• You are responsible for all activity under your account, including activity by your team, contractors, public API integrations, and any automations you configure.
• You may not share one seat or account across unrelated organizations or route another person's outreach through your account unless your plan and our written permission allow it.

3. Service Description

Ciela is built for AI automation agencies. The pipeline side helps you source prospects, generate AI-assisted outreach, run LinkedIn and email campaigns, create omnichannel flows, provision per-prospect Theo demos, and manage replies in a unified inbox. The product side gives eligible users access to a Library of AI agent templates, playbooks, and delivery assets they can deploy for themselves or, where allowed by plan, resell to their own clients.

Features may include Mira for LinkedIn, Eli for email, Theo for live AI demos, Atlas for omnichannel flows, Ciela chat, lead sourcing, public API endpoints, client roster tools, webhook ingest, agency-branded portals, custom demo and report domains, AI usage meters, top-ups, and downloadable agent files.

4. Plans, Billing, and Usage

5. Refund Policy

Ciela AI includes a 7-day money-back guarantee. To be eligible, book and attend your included 1:1 onboarding call with the Ciela team during your first 7 days. If you make a good-faith effort to book that call in the first 7 days and we cannot find a time, your guarantee still applies. If Ciela is not the right fit, email support@ciela.ai within 7 calendar days of purchase and we will refund that plan charge and end paid access.

The guarantee applies only to your first Ciela AI, Ciela AI + VIP, or Lifetime Access purchase. It does not apply to renewals, top-ups, overages, credit upgrades, standalone Library purchases, or Agency add-on fees after raw files are downloaded or after custom domains, API access, or client portals are used. We may deny refunds for excessive usage, abuse, policy violations, or attempted resale or extraction of Ciela assets.

Unless required by law, covered by the guarantee above, or expressly agreed by us in writing, all sales are final and fees are non-refundable. Canceling ends paid access immediately, stops future renewal charges, and does not refund the current billing period. The current public refund and cancellation policy is posted on the Refund Policy page.

6. Connected Accounts and Third-Party Services

• You may connect or configure third-party services such as LinkedIn, email providers, SMTP or IMAP mailboxes, calendar tools, AI providers, Vapi, Twilio, Stripe, domain providers, webhooks, n8n, and other systems.
• You represent that you have the rights, permissions, notices, consents, and authority needed to connect those services and process the related data.
• Third-party services are governed by their own terms, privacy policies, rate limits, platform rules, billing rules, and availability. We are not responsible for third-party account restrictions, deliverability, bans, outages, policy changes, data loss, or charges.
• You are responsible for keeping connected accounts in good standing and for complying with the rules of every platform your outreach, API use, demos, or deployed agents touch.

7. Outreach, Calling, and Compliance

• You are solely responsible for the legality, accuracy, targeting, timing, content, consent basis, and sender identity of outreach you create or send through Ciela or through Library templates you deploy elsewhere.
• Email outreach must comply with applicable laws, including CAN-SPAM, CASL, GDPR, UK GDPR, ePrivacy rules, and similar laws where relevant. This includes accurate headers, non-deceptive subject lines, required sender disclosures, a valid physical postal address where required, and a clear opt-out mechanism.
• You must honor unsubscribe, opt-out, do-not-contact, do-not-call, and consent withdrawal requests promptly and in accordance with applicable law.
• SMS, voice, dialer, and AI-calling features or templates must comply with TCPA, state mini-TCPA laws, telemarketing rules, do-not-call rules, call recording laws, consent requirements, and industry-specific rules where relevant.
• You may not send spam, deceptive messages, unlawful scraping-based outreach, impersonation, phishing, malware, harassment, discriminatory targeting, or high-risk regulated content without the required legal review and permissions.
• Ciela provides tools, templates, and AI assistance. Ciela does not provide legal advice, compliance approval, or guaranteed deliverability.

8. AI Features and BYOK

• AI outputs may be inaccurate, incomplete, outdated, or unsuitable for your use case. You are responsible for reviewing, editing, approving, and monitoring all AI-generated copy, scripts, summaries, demos, recommendations, and client-facing outputs.
• Do not use AI outputs as legal, tax, medical, financial, compliance, or professional advice. Have qualified professionals review regulated workflows and client-facing scripts where appropriate.
• BYOK features let eligible users route certain AI calls to their own provider keys. When BYOK is enabled, your provider's terms, privacy rules, model behavior, quota, billing, and outages apply.
• If BYOK-to-platform failover is enabled, eligible email generation that hits a genuine provider quota or billing wall may retry on the Ciela platform key and consume your monthly AI credits as shown in the product. If failover is disabled, the affected campaign may pause instead.
• Some AI surfaces may stay on Ciela platform providers even if BYOK is enabled, including surfaces that rely on platform voice, demo, cron, or provider-specific infrastructure.

9. Library, Reseller Rights, and Client Portals

• The Library contains templates, prompts, workflow files, instructions, playbooks, and related assets for building AI agents and automations.
• Eligible users may browse the Library and provision supported voice/chat agents for their own agency work and client delivery. Raw Library file downloads and exports are an Agency add-on entitlement.
• Users with the Agency add-on receive the reseller rights described in the current plan copy, including the ability to rebrand and resell eligible Library agents to their own clients, with no revenue share unless otherwise stated in writing.
• Reseller rights do not give you ownership of Ciela, the Ciela platform, source code, trademarks, underlying infrastructure, marketplace, or non-public systems. You may not resell Ciela itself, claim to own Ciela, remove required legal notices outside permitted white-label surfaces, or offer Ciela as a competing platform.
• Client roster, webhook ingest, agency branding, custom domains, fully themed demo hubs, removal of Ciela branding, and public client portals are gated by plan and may be changed, limited, or discontinued.
• You are responsible for your relationship with your clients, including contracts, fees, support, warranties, compliance, data rights, disclosures, and results promised to them.

10. Public API and Webhooks

• Ciela may provide public API endpoints, API keys, webhook URLs, and webhook secrets for eligible use cases.
• You are responsible for securing API keys and webhook secrets, rotating them if exposed, rate limiting your own integrations, and preventing unauthorized use.
• You may not use the API to bypass plan limits, scrape the Service, bulk export data outside intended workflows, overload infrastructure, or build a competing service.
• We may throttle, suspend, revoke, or rotate API access if we detect abuse, security risk, excessive load, nonpayment, or violation of these Terms.

11. Your Content and Data

• You retain ownership of the content and data you submit to Ciela, including prospect lists, campaign copy, prompts, brand assets, client records, webhook events, and uploaded files.
• You grant us the rights needed to host, process, transmit, analyze, display, modify, and use that content to provide, secure, support, and improve the Service.
• You represent that you have the rights, permissions, notices, and consents needed to upload, source, enrich, process, message, call, or otherwise use any personal information or third-party content in Ciela.
• You are responsible for backing up content you need. We may delete, archive, or make unavailable content according to product behavior, account status, retention limits, legal requirements, or these Terms.
• After cancellation, current product behavior keeps your workspace for 14 days in case you resubscribe. After that, the workspace may be permanently deleted, subject to any records we retain for billing, tax, security, suppression, dispute, or legal purposes.

12. Ciela Intellectual Property

• Ciela, Kingstone Systems, the Service, software, designs, workflows, prompts, templates, documentation, branding, playbooks, and non-user content are owned by us or our licensors.
• Subject to your plan, payment, and compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Service.
• You may not copy, reverse engineer, decompile, sell, sublicense, exploit, or create derivative platform products from the Service except as expressly allowed by your plan or written agreement.

13. Prohibited Uses

You may not:

• Violate laws, platform terms, anti-spam rules, do-not-call rules, privacy rights, intellectual-property rights, or third-party rights.
• Use Ciela to send unsolicited bulk outreach, deceptive messages, unlawful calls or texts, phishing, malware, harassment, threats, hate, discrimination, or impersonation.
• Scrape, harvest, resell, or extract third-party data in prohibited ways or use lead data outside permitted Service workflows.
• Bypass usage limits, credit systems, authentication, billing gates, feature gates, robots controls, rate limits, or security controls.
• Interfere with infrastructure, test for vulnerabilities without permission, overload systems, or attempt unauthorized access.
• Upload or process highly sensitive regulated data unless you have all necessary legal authority, security review, notices, consents, and written agreements.
• Misrepresent Ciela, your relationship with Ciela, AI capabilities, demos, client results, or whether a system is a production deployment versus a preview.

14. Suspension and Termination

We may suspend, throttle, restrict, revoke credits, remove content, disconnect integrations, or terminate access if we believe you violated these Terms, created risk for Ciela or others, failed to pay, abused credits or API access, harmed sender or platform reputation, or used the Service unlawfully. We may also terminate or refuse service where required by law or third-party provider rules. Refunds or prorated refunds for conduct-related terminations are issued only at our discretion, where required by law, or where expressly agreed by us in writing.

15. Disclaimers

• The Service is provided "as is" and "as available" without warranties of any kind, express or implied.
• We do not guarantee leads, replies, bookings, revenue, deliverability, LinkedIn account standing, email inbox placement, demo conversions, AI accuracy, client outcomes, uptime, or uninterrupted access.
• We may modify, replace, pause, discontinue, or limit features, models, providers, templates, integrations, pricing, limits, or plans.
• Some features depend on third-party services that may change or fail without notice.

16. Limitation of Liability

To the fullest extent permitted by law, Ciela and Kingstone Systems will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, lost goodwill, platform restrictions, account bans, deliverability issues, business interruption, or third-party claims arising from or related to the Service.

To the fullest extent permitted by law, our total liability for any claim related to the Service will not exceed the amount you paid to Ciela for the Service in the three months before the event giving rise to the claim.

17. Indemnity

You will defend, indemnify, and hold harmless Ciela, Kingstone Systems, and our affiliates, officers, employees, contractors, and service providers from claims, damages, liabilities, losses, and expenses arising from your use of the Service, your content or data, your outreach, your connected accounts, your clients, your deployed agents, your API integrations, your violation of these Terms, or your violation of law or third-party rights.

18. Changes to Terms

We may update these Terms from time to time. The current version will be posted at ciela.ai/terms with the Last Updated date above. If changes are material, we will provide additional notice where required. Your continued use of the Service after an update means you accept the updated Terms.

19. Contact

Questions about these Terms can be sent to support@ciela.ai.