Terms of Service

Carousel Labs, Inc. d/b/a Channl ("Channl," "we," "us," or "our")

Effective Date: May 19, 2026 Last Updated: May 19, 2026 Classification: Public. Published at https://channl.ai/terms

These Terms of Service ("Terms") form a legally binding agreement between Carousel Labs, Inc., a Delaware corporation operating the Channl platform, and the entity or person accessing the Service ("Customer," "you," or "your"). By accessing or using the Service, you agree to these Terms. If you do not agree, you must not access or use the Service.

IMPORTANT. PLEASE READ. Section 13 of these Terms requires you to resolve disputes with Channl through binding individual arbitration and waives your right to a jury trial and to participate in any class action. Section 11 limits Channl's liability. Read these sections carefully.

1. The Service

Channl is a business-to-business commercial-intelligence platform that uses AI to surface signals, map ecosystems, and write back to the systems revenue teams already run. AI-assisted features include research, drafting, scoring, summarization, classification, and search. The features, configurations, and providers used to deliver the Service may change at Channl's discretion provided the changes do not materially diminish core functionality during a paid term.

2. Eligibility and Authority

By using the Service, you represent and warrant that:

you are at least eighteen (18) years old;
you have the authority to bind the organization on whose behalf you are using the Service;
your use of the Service complies with all laws and regulations of the jurisdictions in which you operate; and
you will use the Service only for lawful business purposes.

The Service is not intended for individual consumer use, and you may not use the Service for personal, family, or household purposes.

3. Account; Authentication; Security

3.1 Account creation

You must create an account by providing accurate, complete, and current information. Channl supports federated single sign-on through supported identity providers and email-based one-time-link authentication. Channl does not store user passwords for the Service itself.

3.2 Authorized users

You are responsible for all activity that occurs under your account and for ensuring that every person to whom you grant access is bound by these Terms. You will promptly notify us at security@channl.ai of any unauthorized access or suspected compromise.

3.3 Customer-provided credentials

If you choose to connect a third-party service to Channl (for example, a CRM, sales-engagement tool, identity provider, or other third-party API), you represent that you have all rights, licenses, and consents necessary to authorize Channl to access and use that service on your behalf. You bear all risk and cost associated with the third-party service and its terms.

4. Acceptable Use

You will not, and will not permit any person under your account or instruction to:

access or use the Service except as expressly permitted by these Terms or applicable documentation;
copy, modify, translate, reverse-engineer, decompile, disassemble, or attempt to derive the source code, algorithms, structure, or non-public characteristics of the Service, except to the extent these restrictions are prohibited by applicable law;
use the Service to develop, train, evaluate, or benchmark any competing product, model, or service, or to extract Channl's confidential business or technical information;
scrape, harvest, crawl, or otherwise collect data from the Service through unauthorized automated means;
introduce malware, viruses, worms, time-bombs, or other harmful code into the Service;
circumvent or interfere with rate limits, security features, access controls, or usage restrictions;
conduct security testing, vulnerability scans, or penetration tests against the Service without Channl's prior written authorization (see §15);
use the Service to send spam, phishing communications, deceptive content, or unsolicited bulk messages, or in violation of CAN-SPAM, GDPR, TCPA, or other applicable communications laws;
use the Service in violation of any export-control, sanctions, anti-bribery, or anti-corruption law, including the U.S. Export Administration Regulations, OFAC sanctions, the U.K. Bribery Act, and the U.S. Foreign Corrupt Practices Act;
submit to the Service personal data of natural persons that you do not have a lawful basis to share, or any special categories of personal data described in our Privacy Policy;
submit personal health information governed by HIPAA, payment card data subject to PCI DSS (beyond the limited payment-method tokens managed by our payment processor), or other regulated data not contemplated by these Terms;
impersonate any person or organization, or misrepresent your affiliation; or
assist or encourage any third party to do any of the foregoing.

Channl may suspend or terminate access for any actual or suspected violation of this Section, with or without notice, and may report violations to law enforcement.

5. Customer Data; License Grant

5.1 Customer data ownership

As between the parties, you retain all right, title, and interest, including all intellectual-property rights, in and to the data, content, materials, and configurations you submit, upload, or otherwise make available through the Service ("Customer Data"). Channl claims no ownership of Customer Data.

5.2 License to operate the Service

You grant Channl a non-exclusive, worldwide, royalty-free license to host, process, transmit, display, copy, and otherwise use Customer Data solely as needed to (a) provide and operate the Service to you and your authorized users, (b) prevent or address fraud, abuse, technical, or security issues, (c) comply with law, and (d) enforce these Terms. This license includes the right to transmit Customer Data to third-party service providers that support the Service, in each case under contractual obligations consistent with our Privacy Policy and the DPA.

5.3 Customer responsibility for Customer Data

You represent and warrant that you have all rights, consents, and authority necessary to submit Customer Data to the Service and to authorize the processing described in these Terms and our Privacy Policy. You are solely responsible for the lawfulness, accuracy, quality, and integrity of Customer Data. Channl is not responsible for any decision you make or action you take in reliance on Customer Data or outputs derived from it.

5.4 Aggregated and de-identified data

Channl may create de-identified, aggregated, or anonymized data derived from Customer Data and the operation of the Service ("Aggregated Data") and may use Aggregated Data for any lawful business purpose, including analytics, benchmarking, capacity planning, security research, and product development. Aggregated Data does not identify any individual or any Customer. Aggregated Data is not Customer Data.

5.5 Feedback

If you provide ideas, suggestions, feature requests, or other feedback about the Service ("Feedback"), you grant Channl a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use and exploit the Feedback for any purpose without obligation, attribution, or compensation to you.

5.6 Data export and deletion

During an active subscription you may export Customer Data through the export mechanisms made available within the Service. Upon termination, Channl will, on written request received within thirty (30) days of the effective termination date, make Customer Data available for export in a commercially reasonable format. After that window, Customer Data is deleted in the ordinary course in accordance with our Privacy Policy and DPA, subject to retention required by law.

6. AI-Assisted Features

6.1 Description and disclaimers

The Service includes AI-assisted features that use generative-AI and machine-learning techniques delivered through a combination of established third-party model providers and Channl's proprietary application logic. The identities, versions, and configurations of specific models and providers used to deliver these features may change without notice. Channl provides the same privacy and security protections regardless of substitution.

AI-assisted outputs are provided "AS IS" and "AS AVAILABLE." Outputs may be inaccurate, incomplete, biased, or unsuitable for your use case. Outputs are not unique; different users may receive similar outputs for similar inputs. You are responsible for reviewing, verifying, and exercising independent judgment about any AI-assisted output before relying on it. Channl makes no representation or warranty about the accuracy, reliability, completeness, originality, non-infringement, or fitness for any particular purpose of any AI-assisted output, and Channl will not be liable for decisions, claims, losses, or damages arising from your use of or reliance on any AI-assisted output.

6.2 No model training on Customer Data

Channl does not train, fine-tune, or develop any foundation AI model. Channl does not use Customer Data to train, fine-tune, or improve any AI model, in any tier, ever. Channl contractually requires each AI sub-processor to commit not to use Customer Data submitted through the Service to train that vendor's general-purpose models.

6.3 Customer responsibility for AI inputs

You will not submit to the Service, through any AI-assisted feature, any content that you are not lawfully entitled to submit, including content protected by attorney-client privilege, classified or export-controlled information, regulated health, financial, or biometric data not contemplated by these Terms, or material whose disclosure to a third-party processor would violate your contractual or legal obligations to a third party.

7. Intellectual Property

7.1 Channl IP

The Service, including all software, code, models, configurations, user interfaces, designs, documentation, logos, trademarks, service marks, trade dress, and content (excluding Customer Data), and all intellectual-property rights in the foregoing, are and remain the exclusive property of Channl and its licensors. No license, right, or interest in any of the foregoing is granted to you by implication, estoppel, or otherwise except as expressly set out in these Terms.

7.2 Reservation

All rights not expressly granted to you in these Terms are reserved by Channl.

8. Fees; Payment; Taxes

8.1 Subscriptions

Channl offers subscription plans whose features, usage allowances, and prices are set out in the applicable order form. Channl may change subscription pricing and features for future renewal terms upon notice; changes do not affect the current paid term unless agreed in writing.

8.2 Payment processing

Subscription fees are processed through our payment processor. By providing payment information you authorize Channl and the payment processor to charge your selected payment method for all fees and applicable taxes. You agree to maintain a current and valid payment method.

8.3 Auto-renewal

Subscriptions automatically renew at the end of each billing cycle (monthly or annual, as selected) at the then-current rate unless you cancel before renewal. Cancellation takes effect at the end of the current paid term. Fees are non-refundable except where required by law.

8.4 Late payment and suspension

Channl may suspend the Service for non-payment after written notice. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable costs of collection.

8.5 Taxes

Fees are exclusive of taxes. You are responsible for all sales, use, value-added, withholding, and similar taxes imposed by any authority, other than taxes on Channl's net income. If Channl is required to collect a tax for which you are responsible, you will reimburse Channl for that tax.

8.6 Free trials and beta features

Channl may offer free trials, evaluations, and beta features. These are provided "AS IS" without warranty and may be modified or discontinued at any time. Channl's liability for free, trial, evaluation, and beta features is limited to direct damages capped at one hundred U.S. dollars (US $100) in the aggregate, notwithstanding §11.2.

9. Confidentiality

Each party (the "Receiving Party") will protect the other party's ("Disclosing Party") Confidential Information using the same care it uses to protect its own confidential information of like importance, but no less than reasonable care. "Confidential Information" means information disclosed by a party that is identified as confidential or that a reasonable person would understand to be confidential, including business plans, technology, customer information, pricing, and Customer Data. Confidential Information does not include information that is or becomes publicly available without breach of these Terms, was known to the Receiving Party without restriction before disclosure, is independently developed without use of the Disclosing Party's Confidential Information, or is received from a third party without breach of any obligation. The Receiving Party may disclose Confidential Information when compelled by law if it gives reasonable prior notice (when legally permitted) and reasonable cooperation in seeking protective treatment.

10. Warranties; Disclaimer

10.1 Channl's limited warranty

Channl warrants that during a paid subscription term it will provide the Service in a professional and workmanlike manner and in material accordance with its documentation.

10.2 Disclaimer

EXCEPT FOR THE LIMITED WARRANTY IN §10.1, THE SERVICE AND ALL OUTPUTS, INCLUDING ALL AI-ASSISTED OUTPUTS, ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, CHANNL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CHANNL DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT DEFECTS WILL BE CORRECTED; OR THAT OUTPUTS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

10.3 Customer's warranties

You represent and warrant that (a) you have all rights and authority to enter into and perform under these Terms; (b) Customer Data and your use of the Service comply with all applicable laws and do not infringe any third-party rights; and (c) you will obtain and maintain all consents and authorizations required from data subjects, employees, partners, and others before submitting their personal information to the Service.

11. Limitation of Liability

11.1 Exclusion of indirect damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO CHANNL UNDER THESE TERMS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US $100) IF NO FEES WERE PAID.

11.3 Carve-outs

The limitations in §11.1 and §11.2 do not apply to (a) a party's indemnification obligations under §12; (b) a party's breach of §9 (Confidentiality); (c) Customer's payment obligations; (d) Customer's breach of §4 (Acceptable Use) or §7 (Intellectual Property); or (e) liability that, as a matter of mandatory law, cannot be limited.

11.4 Allocation of risk

The parties agree that the limitations and exclusions of liability in this §11 are essential elements of the bargain and that absent these limitations, the economic terms of these Terms would be substantially different.

11.5 Time bar

Except for claims arising from §4, §7, §9, or §12, no action arising out of these Terms may be brought more than one (1) year after the claim accrued.

12. Indemnification

12.1 Channl's indemnity

Channl will defend Customer against any third-party claim that Customer's authorized use of the Service in accordance with these Terms infringes a third party's U.S. patent, copyright, or trademark or misappropriates a third party's trade secret (each, a "Covered Claim"), and Channl will pay damages and reasonable attorneys' fees finally awarded by a court of competent jurisdiction or agreed in settlement. Channl's indemnity does not apply to claims arising from (a) Customer Data; (b) use of the Service in combination with products, services, or materials not provided by Channl, where the claim would not have arisen but for that combination; (c) modifications to the Service not made by Channl; (d) use of the Service after Channl has notified Customer to stop because of an infringement claim; (e) use of the Service in violation of these Terms or applicable law; or (f) AI-assisted outputs. If Channl believes the Service is or may become subject to a Covered Claim, Channl may, at its option, (i) procure the right to continue use; (ii) modify the Service so it is non-infringing; or (iii) terminate the affected subscription and refund the prorated portion of prepaid fees for the unused term. This §12.1 states Channl's sole liability and Customer's sole and exclusive remedy for any third-party intellectual-property claim.

12.2 Customer's indemnity

Customer will defend Channl and its affiliates, officers, directors, employees, contractors, and agents against any third-party claim arising from or relating to (a) Customer Data, including any claim that Customer Data violates law or infringes any third-party right; (b) Customer's use of the Service in violation of these Terms or applicable law; (c) Customer's use of, or reliance on, AI-assisted outputs; (d) Customer's products, services, or business operations; or (e) Customer's interactions with its own partners, customers, or end-users using the Service, and will pay damages and reasonable attorneys' fees finally awarded or agreed in settlement.

12.3 Procedure

The indemnified party will (a) give prompt written notice of the claim; (b) grant the indemnifying party sole control of the defense and settlement, except that the indemnifying party will not settle any claim that imposes a non-monetary obligation on the indemnified party without that party's prior written consent (not to be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate in the defense at its own expense with counsel of its choice.

13. Dispute Resolution; Arbitration; Class Waiver

13.1 Governing law

These Terms and any dispute arising out of or relating to them are governed by the laws of the State of Delaware and the federal laws of the United States, without regard to conflict-of-law principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

13.2 Informal resolution

Before bringing a formal proceeding, the parties will attempt in good faith to resolve any dispute by negotiation between authorized representatives for at least thirty (30) days after written notice of the dispute.

13.3 Binding individual arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved under §13.2 will be resolved exclusively by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures (or, at Channl's election, by the American Arbitration Association under its Commercial Arbitration Rules). The arbitration will be conducted by a single arbitrator in Wilmington, Delaware, or by videoconference. The arbitrator's award is final and binding and may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this §13.

13.4 Class-action waiver and jury-trial waiver

YOU AND CHANNL EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. If this §13.4 is held unenforceable as to a particular claim, that claim will be severed and the remainder of §13 will continue in effect.

13.5 Injunctive relief

Either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction in connection with intellectual property, confidentiality, or §4 (Acceptable Use) without first complying with §13.2 or §13.3.

13.6 Venue for non-arbitrable matters

For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware.

14. Term; Termination; Suspension

14.1 Term

These Terms remain in effect until terminated as provided here.

14.2 Termination for convenience

Either party may terminate these Terms or any subscription for convenience effective at the end of the then-current paid term by notice of at least thirty (30) days.

14.3 Termination for cause

Either party may terminate these Terms or any subscription for cause if the other party (a) materially breaches these Terms and fails to cure within fifteen (15) days of written notice or (b) becomes the subject of a bankruptcy, insolvency, receivership, assignment for the benefit of creditors, or similar proceeding that is not dismissed within sixty (60) days.

14.4 Suspension

Channl may suspend or limit access to the Service immediately and without prior notice if Channl reasonably believes (a) Customer's use of the Service threatens the security, integrity, or availability of the Service; (b) Customer is in material breach of §4 (Acceptable Use); (c) suspension is required to comply with law or a binding governmental order; or (d) continued provision would expose Channl to material legal or commercial risk.

14.5 Effect of termination

On termination (a) Customer's right to access and use the Service ends; (b) §5.6 applies to data export; (c) Customer remains responsible for fees accrued before termination; and (d) provisions that by their nature should survive termination (including §§ 1, 5, 6.1, 6.2, 6.3, 7, 8.4, 9, 10.2, 10.3, 11, 12, 13, 14.5, 15, and 16) survive.

15. Security Research and Disclosure

Channl encourages responsible vulnerability disclosure to security@channl.ai and will not pursue legal action against persons who in good faith comply with Channl's responsible-disclosure guidelines published at https://channl.ai/security and who do not access or modify other users' data, exfiltrate data, or disrupt the Service. All other testing, scanning, or probing of the Service is prohibited without prior written authorization.

16. General

16.1 Entire agreement

These Terms, together with the Privacy Policy at https://channl.ai/privacy and any applicable order form, statement of work, or signed Data Processing Addendum, constitute the entire agreement between the parties about the Service and supersede all prior or contemporaneous agreements, proposals, and communications about the subject matter. In the event of conflict, an executed order form controls over these Terms, which control over the Privacy Policy on commercial matters, and any conflicting terms in a Customer purchase order, vendor portal, or similar document have no effect and are expressly rejected.

16.2 Modifications

Channl may modify these Terms by posting a revised version at the URL above and updating the "Last Updated" date. Channl will provide at least thirty (30) days' notice of material changes through the Service or by email to the account administrator. Continued use of the Service after the effective date of a modification constitutes acceptance. If you do not accept a modification you must stop using the Service before the effective date.

16.3 Notices

Notices to Channl must be sent to legal@channl.ai with a copy to Carousel Labs, Inc., Attn: Legal, 251 Little Falls Drive, Wilmington, New Castle County, DE 19808. Notices to Customer are deemed given when sent to the email address associated with the account.

16.4 Assignment

Customer may not assign or transfer these Terms or any rights or obligations under these Terms, by operation of law or otherwise, without Channl's prior written consent. Channl may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all assets. Any prohibited assignment is void.

16.5 Force majeure

Neither party is liable for delay or failure in performance (other than payment) caused by events beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil disturbance, labor dispute, government action, internet or telecommunications failure, third-party service-provider failure, pandemic, or epidemic.

16.6 Independent contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship.

16.7 No third-party beneficiaries

These Terms are for the benefit of the parties and their permitted successors and assigns and do not confer any right or remedy on any third party.

16.8 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions remain in full force, and the invalid provision will be deemed modified to the minimum extent necessary to make it enforceable while preserving the intent of the parties.

16.9 Waiver

A party's failure or delay in enforcing any right under these Terms is not a waiver of that right.

16.10 Export and sanctions

You represent and warrant that you and your authorized users are not located in, organized under, or ordinarily resident in any jurisdiction subject to comprehensive U.S., U.K., E.U., or U.N. sanctions, and are not on any restricted-party list, including the U.S. Specially Designated Nationals list. You will not export, re-export, or transfer the Service or any output to a destination, person, or end-use prohibited by U.S. or other applicable export-control laws.

16.11 U.S. government end users

The Service is "commercial computer software" and the documentation is "commercial computer software documentation" as those terms are used in FAR 12.212 and DFARS 227.7202. U.S. government use is subject to the terms of these Terms and no other rights.

16.12 Language

These Terms are in English. Any translation is for convenience only. The English version controls in case of conflict.

16.13 Headings

Headings are for reference only and do not affect interpretation.

17. Contact

Legal inquiries: legal@channl.ai
Security: security@channl.ai
General questions: hello@channl.ai

Carousel Labs, Inc. 251 Little Falls Drive Wilmington, New Castle County, DE 19808 United States

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