Terms of Service

Welcome to Channel3. These Terms of Service ("Terms") govern your access to and use of the websites, web applications, APIs, SDKs, browser extensions, MCP servers, catalog and merchant tools, and other services (collectively, the "Services") provided by Channel3, Inc. ("Channel3", "we", "us", or "our").

By creating an account, accessing, or using any part of the Services, you agree to be bound by these Terms. If you do not agree, you may not access or use the Services. If you use the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization, and "you" includes that organization.

These Terms incorporate our Privacy Policy. Where we process personal data on your behalf, our Data Processing Agreement also applies. If you use merchant catalog optimization or distribution to third-party AI or shopping platforms, our AI Product Distribution Terms also apply and control solely with respect to those distribution services. If you and Channel3 have signed a master subscription or other written enterprise agreement ("Additional Terms"), those Additional Terms control in the event of a conflict with these Terms.

1. Definitions

• Authorized Users means your employees, contractors, and agents who you authorize to access the Services under your account.
• Customer Input means information you or your Authorized Users submit to the Services, including search queries, uploaded files, catalog feeds, product data, and configuration settings.
• Customer Output means results the Services return in response to Customer Input, including product records, search results, rankings, and generated or enriched content.
• Documentation means our API documentation, usage guidelines, and related materials that we make available, including at docs.trychannel3.com.
• End Customers means your end users or customers who access the Services as integrated into your applications, products, or services.
• Channel3 IP means the Services, Documentation, product catalog, datasets, models, software, algorithms, and all related intellectual property, including modifications and derivative works. Channel3 IP does not include Customer Input.

2. Eligibility and children

You must be at least 18 years old and capable of forming a binding contract to use the Services. The Services are not directed to children, and we do not knowingly collect personal information from anyone under 16. If we learn that we have collected personal information from a child, we will delete it.

3. Account registration

To access certain features, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Keep your account credentials secure and confidential
• Notify us immediately of any unauthorized access to or use of your account
• Accept responsibility for all activities that occur under your account and those of your Authorized Users

4. License and permitted use

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your internal business purposes, including integrating our APIs into your applications for use by End Customers, in accordance with the Documentation.

We may modify, enhance, or discontinue features of the Services, provided that material reductions will be communicated with reasonable notice where practicable. We may audit your use of the APIs to confirm compliance with these Terms and the Documentation.

5. Authorized Users and End Customers

You are responsible for ensuring that only Authorized Users access the Services under your account and that they comply with these Terms. You may make Customer Output available to End Customers as part of your applications, provided you bind End Customers to terms at least as protective of Channel3 IP as these Terms.

You are responsible for all use of the Services by Authorized Users and End Customers, including their Customer Input. If you send personal data to the Services, you must provide legally adequate privacy notices, obtain any required consents, and process that data in accordance with applicable law. Our Data Processing Agreement applies to personal data we process on your behalf.

6. API usage

If you use our APIs, you must comply with the Documentation and any applicable rate limits, call-volume limits, and usage guidelines. We may throttle, suspend, or revoke API access if we determine that usage is excessive, abusive, or otherwise harmful to the Services or other customers.

7. Prohibited conduct

You agree not to, and not to permit others to:

• Use the Services for any illegal, fraudulent, or unauthorized purpose, or in violation of applicable law (including export, privacy, consumer-protection, and intellectual-property laws)
• Interfere with or disrupt the integrity or performance of the Services, or attempt to gain unauthorized access to any part of the Services or related systems
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, or underlying ideas of the Services, except to the extent such restriction is prohibited by law
• Transmit malware, viruses, or other harmful code, or probe, scan, or attempt to penetrate the Services
• Scrape, harvest, crawl, or extract data from the Services other than through the documented APIs
• Cache, store, or redistribute a significant portion of the Channel3 product catalog or Customer Output, or use the Services to build a competing product catalog, data brokerage, or similar product-data service
• Use Customer Output or Channel3 IP to train, fine-tune, or otherwise improve a machine-learning or language model, or to create synthetic training data for that purpose
• Resell, sublicense, lease, or redistribute the Services except as expressly permitted for End Customers under Section 5
• Publish benchmark or evaluation results of the Services without our prior written consent
• Use the Services to make automated decisions without human oversight that have a significant adverse impact on individual rights in high-risk areas such as employment, healthcare, credit, housing, insurance, or social benefits

8. Intellectual property and data

Channel3 IP

As between you and Channel3, we and our licensors own all right, title, and interest in and to the Channel3 IP. These Terms grant you only the limited license in Section 4. We reserve all other rights.

Customer Input and Output

As between you and Channel3, you retain all right, title, and interest in and to Customer Input. Subject to our ownership of Channel3 IP, you own Customer Output generated for you. You grant Channel3 a worldwide, non-exclusive, royalty-free license to use, host, reproduce, and display Customer Input and Customer Output solely to provide, secure, and support the Services, and to create aggregated or de-identified data that does not identify you or any individual.

We do not use Customer Input or Customer Output to train our internal models. We may collect technical, usage, and diagnostic data about how the Services are used ("Usage Data") and use that data to operate, secure, and improve the Services, including in aggregated or de-identified form.

You are solely responsible for the accuracy, completeness, quality, and legality of Customer Input, and you represent that you have all rights and permissions needed to submit it and for us to use it under these Terms. Query and upload fields are intended for product search and catalog operations, not for submitting personal information except as needed to use the Services.

Feedback

If you send us suggestions, comments, or other feedback about the Services ("Feedback"), you assign to Channel3 all right, title, and interest in that Feedback, and we may use it without restriction or compensation to you.

9. Accuracy, affiliates, and third-party content

Customer Output may be incomplete, outdated, or incorrect. Product titles, descriptions, images, prices, availability, and merchant details can change without notice. You must independently verify Customer Output before relying on it for purchase, checkout, advertising, or other commercial decisions. The Services and Customer Output are not professional advice of any kind.

Because of how search and catalog systems work, other customers may receive similar or identical output. Nothing in these Terms restricts us from providing the Services to other customers.

The Services may include product data, links, and offers from merchants and other third parties. We do not warrant that third-party content is accurate, complete, or current. Channel3 may include affiliate or referral links and may earn a commission on resulting purchases. Your purchases from merchants are solely between you (or your End Customers) and those merchants.

The Services may contain links to or integrations with third-party websites, APIs, payment processors, and other services. We do not endorse or assume responsibility for third-party services. Your use of them is at your own risk and subject to their terms and policies.

10. Beta offerings

From time to time we may offer test or beta features ("Beta Offerings"). Use of Beta Offerings is optional, provided "as is," and may contain errors or change without notice. If we designate a Beta Offering as confidential, you will not disclose it without our prior written consent.

11. Payment terms

Certain features require payment. If you purchase a paid plan or usage-based access, you agree to pay all applicable fees and taxes in U.S. dollars according to the prices and terms shown at purchase or on our pricing page. Payments are processed by Stripe. We do not store full payment card numbers.

Subscriptions renew automatically at the then-current rates for the same billing period unless you cancel before the renewal date through your account settings or by contacting us. After you cancel, you retain access through the end of the period already paid. Fees are non-refundable unless we expressly agree otherwise or applicable law requires a refund.

Fees are exclusive of taxes. You are responsible for sales, use, and similar taxes, other than taxes on Channel3's income. We may change prices with reasonable notice. Price decreases or legally required changes may take effect immediately; other changes take effect on the next billing period after notice.

If you fail to pay when due, we may charge interest at 1.0% per month or the maximum rate permitted by law, whichever is lower, and may suspend access until amounts are paid. If you dispute an invoice in good faith, you must notify us in writing within fourteen (14) days of the invoice date with reasonable detail and pay any undisputed portion. Failure to dispute within that period constitutes acceptance of the invoice.

12. Confidentiality

Each party may receive non-public information from the other relating to its business, products, or customers ("Confidential Information"). The receiving party will use Confidential Information only to perform under these Terms and will not disclose it except to personnel and contractors who need it and are bound by confidentiality obligations, or as required by law (with prior notice to the disclosing party where legally permitted).

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known without confidentiality restrictions, is independently developed, or is rightfully received from a third party. These obligations last for five (5) years after disclosure, and longer for trade secrets for so long as they remain trade secrets.

13. Termination

You may terminate your account at any time by contacting us or using available account controls. We may suspend or terminate your access if you breach these Terms, fail to pay fees, or if we reasonably believe continued access would create legal, security, or operational risk. We may also discontinue the Services with reasonable notice where practicable.

Either party may terminate these Terms if the other party materially breaches and, if the breach is capable of cure, fails to cure within thirty (30) days after written notice (ten (10) days for non-payment). Upon termination, your right to use the Services ends, outstanding fees remain due, and we may delete your account and data in accordance with our retention practices and the DPA. Sections that by their nature should survive (including intellectual property, confidentiality, payment obligations, disclaimers, limitations of liability, indemnification, and this survival language) will survive.

14. Disclaimer of warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, CHANNEL3 DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES OR CUSTOMER OUTPUT WILL BE UNINTERRUPTED, ERROR-FREE, CURRENT, COMPLETE, OR SECURE, OR THAT THEY WILL MEET YOUR REQUIREMENTS.

15. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, CHANNEL3 SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR USE, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES. OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO CHANNEL3 DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT APPLICABLE LAW PROHIBITS THEM.

16. Indemnification

You agree to indemnify, defend, and hold harmless Channel3 and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to Customer Input, your applications or End Customers, your use of the Services, your violation of these Terms, or your violation of any rights of a third party. We may control the defense of any indemnified claim, and you will cooperate with that defense. You may not settle a claim that imposes any obligation on Channel3 without our prior written consent.

17. Export and sanctions

You will not export, re-export, or provide access to the Services in violation of U.S. export-control or sanctions laws. You represent that you are not located in an embargoed country and are not on any U.S. government list of prohibited or restricted parties.

18. Force majeure

Neither party is liable for delay or failure to perform (except payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government action, epidemic, or failures of internet, telecommunications, or power infrastructure.

19. Assignment

You may not assign these Terms without our prior written consent, except to a successor in connection with a change of control event, merger, acquisition, or sale of substantially all assets, provided the assignee is not a competitor of Channel3 and assumes these Terms in writing. We may assign these Terms in connection with a corporate transaction or to an affiliate. Any other attempted assignment is void.

20. Notices

We may provide notices to you by email to the address on your account or by posting on the Services. You may provide notices to us by email at support@trychannel3.com or by mail to 169 Madison Ave STE 38212, New York, NY 10016. Notices are deemed given when sent by email or when posted.

21. Governing law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-law rules. Any dispute arising out of or relating to these Terms or the Services will be resolved exclusively in the state or federal courts located in Delaware, and each party consents to that venue and jurisdiction.

22. California residents

If you are a California resident, in accordance with California Civil Code Section 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by writing to 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

23. Changes to Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email or by posting a notice on our website. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the updated Terms.

24. Miscellaneous

If any provision of these Terms is held to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect. Failure to enforce a provision is not a waiver. These Terms, together with the Privacy Policy, the DPA (where applicable), the AI Product Distribution Terms (where applicable), and any Additional Terms, constitute the entire agreement between you and Channel3 regarding the Services and supersede all prior agreements and understandings. There are no third-party beneficiaries of these Terms.

25. Contact us

Channel3, Inc.
169 Madison Ave STE 38212
New York, NY 10016

If you have questions about these Terms, contact us at support@trychannel3.com.