Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Customer,” “you,” or “your”) and channelo.tech (“Company,” “we,” “our,” or “us”) governing your access to and use of the channelo.tech platform, website, partner portals, APIs, documentation, and all related services (collectively, the “Services”).

By creating an account, executing an Order Form, clicking “I Agree,” or otherwise accessing or using our Services, you represent and warrant that you have the authority to bind yourself and, if applicable, your organization to these Terms. If you do not agree to these Terms, you must not access or use our Services.

These Terms, together with any applicable Order Form, Service Level Agreement (“SLA”), Data Processing Agreement (“DPA”), and our Privacy Policy (available at https://channelo.tech/privacy), constitute the entire agreement between the parties with respect to the subject matter hereof (the “Agreement”). In the event of any conflict, the Order Form shall prevail over these Terms, and these Terms shall prevail over any other referenced policies.

Our Services are intended for business use by organizations and their authorized representatives. By accessing the Services, you represent and warrant that: (a) you are at least eighteen (18) years of age; (b) you have the legal capacity and authority to enter into a binding agreement; (c) you are acting on behalf of a legally established business entity; and (d) your use of the Services will comply with all applicable laws and regulations.

To access the Services, you must register for an account by providing accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

• Promptly notify us of any unauthorized access to or use of your account
• Ensure that all users authorized under your account comply with these Terms
• Maintain accurate and up-to-date account information at all times
• Not share account credentials with unauthorized individuals or allow multiple individuals to use a single-user account

We reserve the right to suspend or disable any account that we reasonably believe violates these Terms or poses a security risk. channelo.tech shall not be liable for any loss or damage arising from your failure to safeguard your account credentials.

channelo.tech provides its PRM platform on a subscription basis as specified in the applicable Order Form. The scope of your subscription, including the number of authorized users, features, modules, and usage limits, is defined in your Order Form. Unless otherwise agreed in writing:

• Subscriptions are purchased on a per-user or per-organization basis as specified in the Order Form
• Subscription tiers and associated features are as described on our website or in the applicable Order Form
• Usage in excess of the limits specified in your subscription may result in additional fees or service restrictions
• We reserve the right to modify the features and functionality of our platform, provided that such modifications do not materially diminish the core functionality included in your subscription during the then-current subscription term

5.1 Free Trials

We may offer free trial periods for certain Services at our sole discretion. During the trial period, the Services are provided “as is” without warranty. We reserve the right to modify, suspend, or terminate any free trial at any time without prior notice. Unless you subscribe to a paid plan before the trial expires, your trial account and associated data may be deleted.

5.2 Beta Features

From time to time, we may make beta, preview, or early-access features available to select customers. Beta features are provided for evaluation purposes and may not be complete, fully tested, or reliable. We make no commitments regarding the availability, performance, or future inclusion of beta features in our general release. Your use of beta features is at your own risk, and we may discontinue them at any time without liability.

You agree to use the Services only for lawful purposes and in accordance with these Terms. You shall not, and shall not permit any third party to:

• Use the Services in violation of any applicable law, regulation, or third-party right
• Upload, transmit, or distribute any content that is unlawful, defamatory, obscene, invasive of privacy, or otherwise objectionable
• Attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services
• Interfere with or disrupt the integrity, performance, or availability of the Services or any data contained therein
• Use the Services to send unsolicited commercial communications (spam) or engage in phishing or social engineering
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services
• Use the Services to develop a competing product or service, or for benchmarking or competitive analysis
• Resell, sublicense, or make the Services available to third parties except as expressly permitted under your subscription
• Circumvent or disable any security, access control, or usage limitation features of the Services
• Use automated tools (bots, scrapers, crawlers) to access the Services except through our published APIs

You are responsible for: (a) ensuring that your use of the Services complies with all applicable laws and regulations, including data protection and export control laws; (b) obtaining all necessary consents and authorizations from individuals whose personal data is processed through the Services; (c) the accuracy, quality, and legality of the data you submit to the Services; (d) configuring your account settings, user permissions, and integration parameters appropriately; and (e) providing reasonable cooperation to enable us to deliver the Services, including timely responses to support inquiries and provision of necessary access and information.

8.1 Company Intellectual Property

channelo.tech and its licensors own and retain all right, title, and interest in and to the Services, including all software, algorithms, interfaces, documentation, designs, trademarks, trade secrets, and other intellectual property embodied therein. Nothing in these Terms grants you any ownership interest in the Services. All rights not expressly granted herein are reserved by channelo.tech.

8.2 Feedback

If you provide suggestions, enhancement requests, recommendations, or other feedback regarding the Services (“Feedback”), you hereby grant us a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate such Feedback into our Services without restriction or obligation to you.

Subject to your compliance with these Terms and payment of all applicable fees, channelo.tech grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the subscription term solely for your internal business purposes. This license does not include the right to: (a) modify, adapt, or create derivative works of the Services; (b) copy or distribute the Services or any component thereof; or (c) grant sublicenses or otherwise make the Services available to any third party except as expressly permitted.

10.1 Customer Data

As between you and us, you retain all right, title, and interest in and to the data, content, and materials that you or your authorized users submit, upload, or transmit through the Services (“Customer Data”). You grant us a limited, non-exclusive license to access, use, and process Customer Data solely to provide, maintain, and improve the Services, and to comply with applicable law.

10.2 Aggregated and Anonymized Data

We may generate aggregated, anonymized, or de-identified data derived from your use of the Services (“Aggregated Data”). Such Aggregated Data does not identify you or any individual and may be used by channelo.tech for any lawful business purpose, including analytics, benchmarking, product development, and marketing. You acknowledge and agree that Aggregated Data is the property of channelo.tech.

10.3 Data Portability

Upon request during the subscription term or within thirty (30) days following termination, we will make your Customer Data available for export in a standard, machine-readable format. After the export period, we reserve the right to delete Customer Data in accordance with our data retention policies and applicable law.

Each party (“Receiving Party”) agrees to hold in confidence all non-public information disclosed by the other party (“Disclosing Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). Confidential Information includes, without limitation, business plans, pricing, customer lists, technical data, product roadmaps, and proprietary technology.

The Receiving Party shall: (a) use Confidential Information only to exercise its rights and fulfill its obligations under these Terms; (b) protect Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, agents, or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is independently developed without reference to Confidential Information; or (iv) is required to be disclosed by law, regulation, or judicial order, provided that the Receiving Party gives reasonable prior notice to the Disclosing Party.

The Services may integrate with or provide access to third-party applications, platforms, and services (“Third-Party Services”), including CRM systems, marketing automation tools, identity providers, communication platforms, and analytics services. Your use of Third-Party Services is subject to the terms and conditions and privacy policies of the respective third-party providers.

channelo.tech does not endorse, warrant, or assume any responsibility for Third-Party Services. We are not liable for any loss or damage arising from your use of Third-Party Services or any interruption or degradation of our Services caused by Third-Party Services. You acknowledge that enabling integrations may involve the transfer of data between our platform and Third-Party Services, and you are responsible for reviewing and configuring such integrations in accordance with your organization’s data governance policies.

All fees are as set forth in the applicable Order Form or as published on our website. Unless otherwise specified:

• Fees are quoted and payable in the currency specified in your Order Form (default: United States Dollars)
• Invoices are issued at the start of each billing period (monthly or annually as specified) and are due within thirty (30) days of the invoice date
• All fees are non-refundable except as expressly provided in these Terms or the applicable Order Form
• Late payments may incur interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower
• You are responsible for all applicable taxes (excluding taxes based on our net income), and we may add such taxes to your invoice where required

We reserve the right to adjust pricing with at least sixty (60) days’ prior written notice. Price changes will take effect at the start of the next renewal term unless otherwise agreed.

14.1 Automatic Renewal

Subscriptions will automatically renew for successive periods equal to the initial subscription term (e.g., annual subscriptions renew annually) unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

14.2 Cancellation

You may cancel your subscription by providing written notice as specified above. Cancellation will take effect at the end of the then-current subscription term. No refunds will be issued for the unused portion of a subscription term unless otherwise stated in your Order Form. Upon cancellation, your access to the Services will continue until the end of the paid term, after which your account will be deactivated.

14.3 Downgrade

If you downgrade your subscription plan, the downgrade will take effect at the start of the next billing period. You will retain access to the features of your current plan until the end of the current billing period.

15.1 Suspension

We may suspend your access to the Services, in whole or in part, if: (a) you breach any provision of these Terms and fail to cure such breach within fifteen (15) days of written notice; (b) your account is more than thirty (30) days overdue on payment; (c) your use of the Services poses a security risk or may adversely impact other customers; or (d) suspension is required to comply with applicable law. We will use reasonable efforts to provide advance notice before suspending your account, except where immediate suspension is necessary to prevent harm.

15.2 Termination for Cause

Either party may terminate these Terms upon written notice if: (a) the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice; or (b) the other party becomes insolvent, files for bankruptcy, or ceases to operate in the ordinary course of business.

15.3 Effect of Termination

Upon termination or expiration: (a) all rights and licenses granted hereunder will immediately terminate; (b) you shall cease all use of the Services; (c) each party shall return or destroy the other party’s Confidential Information; and (d) we will make Customer Data available for export for thirty (30) days, after which it may be deleted. Sections that by their nature should survive termination (including Sections 8, 10, 11, 16, 17, 18, 19, and 20) shall survive.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CHANNELO.TECH EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

CHANNELO.TECH DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CHANNELO.TECH DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT, DATA, OR INFORMATION OBTAINED THROUGH THE SERVICES. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CHANNELO.TECH, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OR INABILITY TO USE THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CHANNELO.TECH'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY YOU TO CHANNELO.TECH DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS (US $100.00).

THE LIMITATIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN FULL.

18.1 Your Indemnification

You agree to indemnify, defend, and hold harmless channelo.tech, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) your use of the Services in violation of these Terms; (b) your breach of any representation or warranty herein; (c) your violation of any applicable law or third-party right; or (d) Customer Data or any content you submit through the Services.

18.2 Our Indemnification

channelo.tech will indemnify, defend, and hold harmless you from and against any third-party claim that the Services, as provided and used in accordance with these Terms, infringe such third party's intellectual property rights, and will pay any resulting damages finally awarded by a court of competent jurisdiction or agreed upon in a settlement approved by channelo.tech. This obligation does not apply to claims arising from: (i) modification of the Services by any party other than us; (ii) combination of the Services with non-channelo.tech products; (iii) use of the Services in violation of these Terms; or (iv) use of a non-current version of the Services where the infringement would have been avoided by use of the current version.

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of laws principles. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Notwithstanding the foregoing, if you are located in the European Economic Area, the United Kingdom, or Switzerland, these Terms shall be governed by the laws of England and Wales, and any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

20.1 Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to these Terms, the parties shall first attempt to resolve the matter through good-faith negotiation. Either party may initiate negotiation by providing written notice describing the dispute to the other party. The parties shall endeavor to resolve the dispute within thirty (30) days of such notice.

20.2 Mediation and Arbitration

If the parties are unable to resolve the dispute through negotiation, either party may submit the dispute to binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in the English language by a single arbitrator in Wilmington, Delaware. The arbitrator’s decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.

20.3 Equitable Relief

Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.

Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent that such failure or delay results from circumstances beyond the party’s reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, government actions, embargoes, sanctions, labor disputes, power outages, internet or telecommunications failures, cyberattacks, or failures of third-party service providers. The affected party shall provide prompt notice of the force majeure event and use commercially reasonable efforts to mitigate its impact. If a force majeure event continues for more than ninety (90) days, either party may terminate the affected Order Form upon written notice.

channelo.tech reserves the right to modify these Terms at any time. We will provide at least thirty (30) days’ prior written notice of any material changes by posting the updated Terms on our website, sending an email to the address associated with your account, or providing notice through the Services. Your continued use of the Services after the effective date of the modified Terms constitutes your acceptance of the changes. If you do not agree to the modified Terms, you may terminate your subscription in accordance with Section 14.

Entire Agreement: These Terms, together with any Order Form, DPA, SLA, and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and communications relating to the subject matter hereof.

Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.

Waiver: No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of such right or remedy. Any waiver must be in writing and signed by the waiving party.

Assignment: You may not assign or transfer these Terms or any rights hereunder without our prior written consent. channelo.tech may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

Notices: All notices under these Terms shall be in writing and delivered to the addresses specified in the applicable Order Form or, for channelo.tech, to info@channelo.tech. Notices shall be deemed received upon personal delivery, one (1) business day after deposit with a recognized overnight courier, or upon confirmed delivery by email.

Independent Contractors: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

Export Compliance: You agree to comply with all applicable export control and sanctions laws and regulations in connection with your use of the Services. You shall not export, re-export, or transfer the Services or any related technology to any prohibited destination, entity, or person.

If you have any questions or concerns regarding these Terms of Service, please contact us at:

channelo.tech
Email: info@channelo.tech
Website: https://channelo.tech