Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and ChannelFlex Inc. ("Company," "we," "us," or "our") governing your access to and use of our B2B SaaS platform, website, and related services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

Our Services are intended for B2B businesses. You must be at least 18 years of age to use our Services.

2. Description of Services

ChannelFlex is a B2B SaaS platform that provides:

• RFQ to Quote Automation: Ingest, process, and convert RFQ (Request for Quote) documents into quotes
• PO Processing: Manage and automate purchase order workflows
• Supplier RFQ Automation: Streamline the process of sending and managing RFQs to suppliers
• Pricing and Margin Intelligence: Analyze pricing data and optimize margins
• Parse and extract BOM (Bill of Materials) line items
• Match line items to appropriate SKUs and alternates

3. Account Registration

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

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your login credentials confidential
• Be responsible for all activities under your account
• Notify us immediately of any unauthorized access

4. Subscription and Payment

4.1 Subscription Plans

Access to our Services is provided on a subscription basis with monthly or annual billing options. Details of available plans, features, and pricing are provided during the ordering process or in a separate Order Form.

4.2 Auto-Renewal

Subscriptions automatically renew at the end of each billing period unless you provide cancellation notice at least 30 days before the renewal date.

4.3 Payment Terms

• Fees are due as specified in your subscription or Order Form
• All fees are non-refundable unless otherwise stated
• We may change pricing with 30 days' notice before your renewal date
• Accounts with payments overdue by more than 30 days may be suspended until payment is received

4.4 Taxes

You are responsible for all applicable taxes, excluding taxes based on our net income.

5. Your Data

5.1 Ownership

You retain all rights to data you upload to the Services ("Customer Data"). You grant us a limited license to use Customer Data solely to provide and improve the Services.

5.2 Data Security

We implement reasonable security measures to protect Customer Data. However, you are responsible for maintaining the security of your account credentials and for any data you choose to share.

5.3 Data Processing

Our processing of personal data is governed by our Privacy Policy. For enterprise customers, we may enter into a Data Processing Agreement upon request.

6. Acceptable Use

You agree not to:

• Violate any applicable laws or regulations
• Infringe on intellectual property rights of others
• Upload malicious code, viruses, or harmful content
• Attempt to gain unauthorized access to our systems
• Interfere with or disrupt the Services
• Reverse engineer, decompile, or disassemble the Services
• Use the Services to compete with ChannelFlex
• Resell or sublicense the Services without authorization
• Use automated means to access the Services beyond intended use

7. Intellectual Property

7.1 Our Property

The Services, including all software, content, designs, and trademarks, are owned by ChannelFlex and protected by intellectual property laws. These Terms do not grant you any ownership rights.

7.2 Feedback

If you provide feedback or suggestions, we may use them without restriction or compensation to you.

8. Confidentiality

Each party agrees to protect the confidential information of the other party with the same degree of care it uses for its own confidential information. Confidential information does not include information that is publicly available, independently developed, or rightfully received from third parties.

9. Service Level and Support

We strive to maintain high availability of our Services. Specific service level commitments, if any, will be outlined in your Order Form or a separate Service Level Agreement.

Support is provided according to your subscription plan. We reserve the right to perform scheduled maintenance with reasonable advance notice.

10. Term and Termination

10.1 Term

These Terms are effective upon your first use of the Services and continue until terminated. Subscriptions automatically renew unless cancelled before the renewal date.

10.2 Termination for Convenience

You may cancel your subscription by providing at least 30 days' notice before your next renewal date. Cancellation will be effective at the end of your current billing period.

10.3 Termination for Cause

Either party may terminate immediately if the other party materially breaches these Terms and fails to cure within 30 days of notice.

10.4 Effect of Termination

Upon termination, your access to the Services will cease. You may request export of your Customer Data within 30 days of termination. Your data will be deleted 30 days after account termination.

11. Warranties and Disclaimers

11.1 Our Warranties

We warrant that the Services will perform substantially as described in our documentation during your subscription term.

11.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CHANNELFLEX SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES.

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

13. Indemnification

You agree to indemnify and hold harmless ChannelFlex from any claims, damages, or expenses arising from your use of the Services, violation of these Terms, or infringement of any third-party rights.

14. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.

Any disputes shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, except that either party may seek injunctive relief in court. The arbitration shall take place in Delaware.

15. General Provisions

15.1 Entire Agreement

These Terms, along with any Order Forms and our Privacy Policy, constitute the entire agreement between you and ChannelFlex.

15.2 Modifications

We may modify these Terms at any time. Material changes will be communicated with at least 30 days' notice. Continued use after changes constitutes acceptance.

15.3 Severability

If any provision is found unenforceable, the remaining provisions will continue in effect.

15.4 Assignment

You may not assign these Terms without our consent. We may assign our rights in connection with a merger or acquisition.

15.5 No Waiver

Failure to enforce any right does not constitute a waiver of that right.

16. Contact Us

If you have questions about these Terms, please contact us: